Common use of Letters of Credit Clause in Contracts

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, increase or extend an outstanding Letter of Credit) at the request and for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, provided that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to such Issuing Bank; (iii) after giving effect to such issuanceissuance or increase, in no event shall (x) the Aggregate Total Utilization of Revolving Commitments Exposure exceed the Revolving Commitments then in effecteffect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iv) after giving effect to such issuanceissuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; , (v) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall any standby the Letter of Credit have an expiration date later than Usage with respect to the earlier Letters of (1) Credit issued by such Issuing Bank exceed the Revolving Commitment Termination Date and (2) the date which is one year from the date Letter of issuance Credit Issuer Sublimit of such standby Letter of Credit; Issuing Bank then in effect and (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1A) the Revolving Commitment Termination fifth Business Day prior to the Maturity Date and (2B) the date which is one year twelve months from the original date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period, period and so notifies provides notice to that effect to the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extendedBorrower; provided that such Issuing Bank shall is not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, no Issuing Bank shall not be required to issue issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Applicable Percentage of the Letter of Credit UsageUsage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 (or the Equivalent Amount thereof in any alternative currency) or such lesser amount as is acceptable to Issuing Bank; (iiiii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iviii) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 30 months from the date of issuance of such standby Letter of Credit; (viv) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 30 months from the date of issuance of such commercial Letter of Credit; and (viivi) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally, subject to but not jointly, agrees, on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (1) 60 days before the Revolving Commitment Termination RC Maturity Date and (2A) in the date which is case of a Standby Letter of Credit one year from after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such standby Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from , 60 days after the date of issuance thereof; provided, however, that the terms of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any each Standby Letter of Credit if that is automatically renewable annually shall (x) require the issuance of Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would violate one have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or more policies a Notice of Termination is given by the applicable Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingimmediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may agree in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a standby Letter Notice of Credit will automatically Renewal had been timely delivered and in such case, a Notice of Renewal shall be extended deemed to have been so delivered for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies all purposes under this Agreement. Within the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. During the period that is at least ten (10) Business Days prior to the end of the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization Outstanding Amount of the Revolving Commitments Credit Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect; effect and (ivy) after giving effect to such issuance, in no event shall the Letter Outstanding Amount of Credit Usage the L/C Obligations exceed the Letter of Credit Sublimit then in effectL/C Sublimit; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) ten (10) Business Days prior to the Revolving Commitment Termination Credit Maturity Date (the “Letter of Credit Expiration Date”) (unless such Letter of Credit is Cash Collateralized) and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice from the Administrative Agent or any Loan Party that an Event of Default has occurred and is continuing at least seven (7) days prior to the time the Issuing Bank must elect to allow such extension; provided, provided further, that if any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless either (i) such Defaulting Lender’s participation in such Letter of Credit can be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) as provided in Section 2.22(a)(iv) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by such Defaulting Lender) or the Issuing Bank has otherwise entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters such Letter of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, Issuing Bank agrees Lender may through the Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of Borrowers accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as the Issuing Lender may require, issue Letters of Credit in Dollars for the account of Borrower; providedBorrowers, (i) each in an aggregate amount for all Letters of Credit issued hereunder at any one time outstanding not to exceed the Letter of Credit Maximum Amount. Each Letter of Credit shall be denominated in Dollars; a minimum face amount of One Hundred Thousand Dollars ($100,000) (or such lesser amount as may be agreed to by Issuing Lender) and each Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) thirteen months after the date of issuance thereof and (ii) ten (10) Business Days prior to the stated amount Revolving Credit Maturity Date in effect on the date of issuance thereof, provided, however, with the consent of the Issuing Lender, a Letter of Credit may provide that such Letter of Credit shall automatically renew at the end of such term unless Issuing Lender shall have given written notice at least thirty (30) days prior to the expiration of such Letter of Credit. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to the International Standby Practices 98, and any successor documentation thereto and to the extent not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuanceinconsistent therewith, in no the laws of the State of Michigan. In the event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date conflict between this Agreement and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later Document other than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial any Letter of Credit; and (vii) Issuing Bank , this Agreement shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagecontrol.

Letters of Credit. During the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the joint and several account of Borrowerthe Borrowers (on a joint and several basis) or any Restricted Subsidiary (provided, that in the case of any Letter of Credit issued for the account of a Restricted Subsidiary, the Borrowers shall be co-applicant and jointly and severally liable with respect thereto) in the aggregate amount up to but not exceeding the Dollar Amount of the Letter of Credit Sub-limit; provided, (i) each Letter of Credit shall be denominated in DollarsDollars or, at the option of the Borrowers, in an Alternative Currency; (ii) the stated amount of each Letter of Credit shall not be less than a Dollar Amount equal to $250,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) immediately after giving effect to such issuance, in no event shall the Dollar Amount of the Total Utilization of Revolving Credit Commitments exceed the Dollar Amount of the Revolving Commitments Credit Limit then in effect; (iv) immediately after giving effect to such issuance, in no event shall the Letter Dollar Amount of Credit Usage exceed the Letter of Credit Sublimit Obligations exceed the Dollar Amount of the Letter of Credit Sub-limit then in effect; (v) immediately after giving effect to such issuance, in no event shall the aggregate Dollar Amount of all Letters of Credit issued by Macquarie Capital Funding LLC, in its capacity as an Issuing Bank, exceed the Macquarie Lender LC Cap (unless agreed to in writing by Macquarie Capital Funding LLC in its sole discretion); (vi) immediately after giving effect to such issuance, in no event shall the aggregate Dollar Amount of all Letters of Credit issued by BNP Paribas, in its capacity as an Issuing Bank, exceed the BNPP LC Cap (unless agreed to in writing by BNP Paribas in its sole discretion); (vii) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1A) the date that is the fifth Business Day prior to the scheduled Revolving Credit Commitment Termination Date and (2B) the date which is one year from the date of issuance of such standby Letter of Credit; and (viviii) in no event shall any commercial or trade Letter of Credit (A) have an expiration date later than the earlier of (1) the date that is the fifth Business Day prior to the Revolving Credit Commitment Termination Date and (2) the date which that is one year hundred eighty days from the date of issuance of such commercial Letter of Credit; and Credit or (viiB) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year (but, absent the consent of the Issuing Bank, not beyond the date that is five Business Days prior to the scheduled Revolving Credit Commitment Termination Date unless Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank thereof) each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Availability Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit (or amend, renew or extend an outstanding Letter of Credit) for the account of Borrower; provided, (i) each the Borrower in the aggregate amount up to but not exceeding the Letter of Credit shall be denominated in DollarsSublimit; provided (iii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to the Issuing Bank; (iiiii) after giving effect to such issuance, in no event shall the Aggregate Total Utilization of Revolving Commitments Exposure exceed the Revolving Commitments then in effect; (iviii) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date effect and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (viiv) in no event shall any Letter of Credit have an expiration date later than the earlier of (1A) the fifth Business Day prior to the Revolving Commitment Termination Maturity Date and (2B) the date which is one year twelve months from the original date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, period and so notifies provides notice to that effect to the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extendedBorrower; provided that the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Revolving Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall Credit or be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies that the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, that if any Lender in the event there is a Defaulting Lender, the Issuing Bank shall not be required to issue issue, renew or extend any Letter of Credit unless to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered into arrangements reasonably 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 by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.the

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to the terms Section 2.22(d) and conditions hereof(e), Issuing Bank agrees to issue issue, at the request of the Borrower, Letters of Credit for the account of Borrowerthe Borrower or its Restricted Subsidiaries on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than expire on the earlier of (1) the Revolving Commitment Termination Date and (2A) the date which is one year from after the date of issuance of such standby Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; (iii) the Borrower may not request any Letter of Credit; , if, after giving effect to such issuance (viA) the aggregate LC Exposure would exceed the LC Commitment or (B) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment Amount then in effect and (iv) the Borrower shall not request, and the Issuing Bank shall have no event shall obligation to issue, any Letter of Credit have an expiration date later than the earlier proceeds of which would be made available to any Person (1I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Revolving Commitment Termination Date Credit Lender shall be deemed to, and (2) the date which is one year hereby irrevocably and unconditionally agrees to, purchase from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any without recourse a participation in each Letter of Credit if the issuance of equal to such Letter of Revolving Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Commitment PeriodThe Issuing Banks agree, subject to the terms and conditions hereofof this Agreement, Issuing Bank agrees upon request of the Borrower, to issue Letters of Credit from time to time for the account of Borrowerthe Borrower Letters of Credit upon delivery to the applicable Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in form and content acceptable to such Issuing Bank; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue (or renew) any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice been notified by the Administrative Agent or has actual knowledge that an a Default or Event of Default has occurred and is continuing at continuing, (ii) the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any aggregate Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory Outstandings shall not exceed the Total Letter of Credit Commitment and (iii) no Letter of Credit shall be issued (or renewed) if, after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit Outstandings plus outstanding Competitive Bid Loans shall exceed the Total Revolving Credit Commitment. No Letter of Credit shall have an expiry date (including all rights of the Borrower or any beneficiary named in such Letter of Credit to it and Borrower require renewal, but not any renewal options that are subject to eliminate the approval of the Issuing Bank’s risk ) or payment date occurring later than the earlier to occur of one year after the date of its issuance or the fifth Business Day prior to the Stated Termination Date. Each request by the Borrower for the issuance or renewal of a Letter of Credit, whether pursuant to an Application and Agreement for Letter of Credit or otherwise, shall constitute its certification that the conditions specified in Section 5.2 with respect to such issuance or renewal have been satisfied. At any one time during the participation in Letters term of this Agreement, not more than four (4) different Revolving Credit of the Defaulting Lender, Lenders (including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageany Closing Date Existing Issuing Banks) shall be allowed to act as an Issuing Bank.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Revolving Commitments Outstandings exceed the Aggregate Revolving Commitments then in effect; Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, foregoing (other than clause (iv)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization Outstanding Amount of the Revolving Commitments Obligations exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingforegoing (other than clause (v)), the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that if any Revolving Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to the Administrative Agent, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization Outstanding Amount of the Revolving Commitments Obligations exceed the lesser of (x) the Revolving Commitments then in effecteffect and (y) the Borrowing Base as of such date; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingforegoing (other than clause (v)), the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extensionextension and ; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to the Administrative Agent, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (set forth on Schedule IV hereto) (collectively, the “Letters of Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and one year after the date of issuance thereof, but may by its terms be denominated renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in Dollarssuch Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); (ii) provided, however, that the stated amount terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; permit the expiration date (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (ivany renewal) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or more policies a Notice of Termination is given by the relevant Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingimmediately preceding sentence, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if shall expire on the date on which it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extensionotherwise would have been automatically renewed; provided, furtherhowever, that if any Lender is even in the absence of receipt of a Defaulting Lender, Notice of Renewal the relevant Issuing Bank shall not be required to issue any Letter of Credit may in its discretion, unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect instructed to the participation contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Letters such case, a Notice of Credit of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c).

Letters of Credit. During From time to time on any Business Day from the Closing Date through the earlier of the Revolving Credit Commitment PeriodTermination Date and the fifth Business Day prior to the date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date”, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Issue, in accordance with such Issuing Bank’s usual and customary business practices, Letters of Credit for the account of the Borrower (which, at the Borrower’s discretion, may be issued on behalf of the Borrower or any Subsidiary) in the aggregate amount up to but not exceeding the Letter of Credit Sub-limit; provided, provided that (i) each Letter of Credit shall will be denominated in DollarsDollars or in one or more Available Foreign Currencies; (ii) the stated amount of each Letter of Credit shall will not be less than $250,000 10,000 or such lesser amount as is acceptable to such applicable Issuing Bank; (iii) after giving effect to such issuanceIssuance, in no event shall will the Total Utilization of Revolving Credit Commitments exceed the Revolving Commitments Credit Limit then in effect; (iv) after giving effect to such issuanceIssuance, in no event shall will the Letter of Credit Usage exceed the Letter of Credit Sublimit Sub-limit then in effect; (v) in no event shall will any standby Letter of Credit have an expiration date that is not a Business Day or is later than the earlier of (1A) the fifth Business Day prior to the date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date Date” unless the Borrower provides collateral in the form of cash or Cash Equivalents or otherwise backstops such Letter of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and (2B) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance Issuance of such Letter of Credit would violate one (subject to the immediately following sentence); and (vi) no Letter of Credit shall be issued (or more policies of deemed issued) by any Issuing Bank applicable the stated amount of which, when added to letters the Letter of credit generally and not solely Credit Usage with respect to letters Letters of credit issuable to BorrowerCredit issued by such Issuing Bank, would exceed the Specified Letter of Credit Commitment of such Issuing Bank then in effect. Subject to the foregoing, each Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (and in any event not to exceed the period prescribed in clause (v)(A) above subject to the exception therein), unless such Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that such Issuing Bank shall will not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; providedprovided further that no Issuing Bank will Issue any Letter of Credit if (1) any fee due in connection with, furtherand on or prior to, the Issuance of such Letter of Credit has not been paid, (2) such Letter of Credit is requested to be Issued in a form that if is not acceptable to such Issuing Bank or (3) such Issuing Bank will not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower, the documents that such Issuing Bank generally uses in the ordinary course of business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); provided further that so long as any Revolving Lender is a Defaulting Lender, such Issuing Bank shall will not be required to issue Issue any Letter of Credit unless such Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage, and participating interests in any such newly issued or increased Letter of Credit will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22 (and Defaulting Lenders will not participate therein). No Issuing Bank shall be under any obligation to issue Letters of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time through the day that is thirty (30) days prior to the Revolving Credit Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for denominated in Dollars as the account Borrower may request upon the delivery of Borrowera written request in the form of Exhibit E hereto (a “Letter of Credit Request”) to the Issuing Lender, together with a Compliance Certificate calculated on a pro forma basis; provided, provided that (i) each no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall be denominated in Dollars; not exceed Thirty Million Dollars (ii$30,000,000) (the stated amount of each “Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; Sublimit”), (iii) after giving effect to such issuanceany requested Letters of Credit, in no event shall the Total Utilization outstanding principal amount of the Revolving Commitments Credit Exposure exceed the Total Revolving Commitments then Commitment or cause a violation of the covenants set forth in effect; §9 nor shall the Total Exposure exceed the Facility Cap, (iv) after giving effect the conditions set forth in §§10 and 11 shall have been satisfied (or if such condition is required to have been satisfied only as of the Closing Date, that such issuancecondition was satisfied as of the Closing Date) or waived by Agent, (v) no Revolving Credit Lender is a Defaulting Lender (provided Issuing Lender may, in no event shall its sole discretion, be entitled to waive this condition), unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit Usage exceed the then proposed to be issued or that Letter of Credit Sublimit then in effect; (v) in no event shall any standby and all other Letter of Credit have an expiration date later than Liabilities as to which the earlier of (1) the Revolving Commitment Termination Date Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of be available for reinstatement or a subsequent drawing under such commercial Letter of Credit; . The Issuing Lender may assume that the conditions in §10 and (vii) Issuing Bank §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be under executed by an Authorized Officer of Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of Borrower. The Issuing Lender shall have no obligation duty to issue verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and Revolving Credit Lenders constituting the Revolving Class Lenders otherwise consent, the term of any Letter of Credit if shall not exceed a period of time commencing on the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageand ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause reasonably acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond thirty (30) days prior to the Revolving Credit Maturity Date) unless approved by the Issuing Lender in its sole discretion and the Borrower has provided to Agent Cash Collateral reasonably acceptable to the Agent in an amount equal to the Letter of Credit Liability with respect to any Letter of Credit which extends beyond thirty (30) days prior to the Revolving Credit Maturity Date. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Commitment as a Revolving Credit Loan.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Revolving Loan Lenders pursuant to the terms and conditions hereofSection 2.23(d), Issuing Bank agrees to issue issue, at the request of the Borrower, Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than expire on the earlier of (1) the Revolving Commitment Termination Date and (2A) the date which is one year from after the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date later than the earlier of that is five (15) Business Days prior to the Revolving Commitment Termination Date and Date; (2ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such other amount as may be agreed to by the Issuing Bank); (iii) the date which is one year from the date of issuance of such commercial Borrower may not request any Letter of Credit; , if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and (viiiv) Issuing Bank shall be under no obligation to issue any Letter of Credit if except as provided in Section 3.2(f), the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless if there is any Defaulting Lender or Potential Defaulting Lender at the time of such request or issuance. Each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the without recourse a participation in Letters each Letter of Credit of the Defaulting Lender, including by cash collateralizing equal to such Defaulting Revolving Loan Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usage(i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Loan Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrowera Borrower and its Subsidiaries in the aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 25,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) unless otherwise agreed by the Issuing Bank, the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During The Bank shall, from time to time upon request of the Revolving Commitment PeriodBorrower prior to the Maturity Date, but subject to the terms and conditions hereof, Issuing issue stand-by letters of credit in such form as requested by the Borrower and approved by the Bank agrees from time to issue time (the "Letters of Credit for the account of BorrowerCredit"); provided, however, that the Borrower shall not be entitled to request the issuance of any Letter of Credit if there exists a Default or an Event of Default; and further provided that (i) each no Letter of Credit shall be denominated in Dollarsissued if, as a result of such issuance, the aggregate amount of outstanding Letter of Credit Obligations would exceed the lesser of (x) $250,000 and (y) the Loan Commitment; (ii) the stated amount of each no Letter of Credit shall not be less have a maturity date longer than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance unless the Bank, in its sole discretion has agreed to a longer term; (iii) no Letter of such standby Credit shall have a maturity date later than ten days prior to the Maturity Date; (iv) the Borrower shall give the Bank at least five (5) days prior written notice of each request for a Letter of Credit, which notice shall include the amount of the requested Letter of Credit, the name and address of the beneficiary and a precise written description of the terms of such Letter of Credit, together with the documents described in the next paragraph; and (viv) in no event shall any Letter of Credit have shall be requested unless the face amount of such Letter of Credit does not exceed the unused portion of the Loan Commitment. Borrower hereby irrevocably appoints the Sponsor as the sole Person authorized to execute and deliver a request for a Letter of Credit and application required hereunder to the Bank. In furtherance of the foregoing, Borrower hereby makes, constitutes and appoints Sponsor, and its agents and designees, the true and lawful agents and attorneys-in-fact of Borrower, with full power of substitution, to endorse its name and take all actions necessary to request Letters of Credit hereunder and issue all requests for Letters of Credit and to execute and deliver all applications and other documents in connection therewith. The powers granted herein are coupled with an expiration date later than interest and shall be irrevocable during the earlier of (1) term hereof. In conjunction with any request for the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial a Letter of Credit; , the Borrower shall first deliver to Bank its form letter of credit application, duly completed by a duly authorized officer of the Borrower. To the extent that such letter of credit application's terms are inconsistent with the terms of this Agreement, this Agreement controls. Upon delivery to the Bank of such letter of credit application and (vii) Issuing other documents, instruments, or agreements which the Bank may require from time to time hereafter in connection therewith, each in form and substance satisfactory to the Bank, subject to the limitations set forth in this Section 2.8, the Bank shall be under no obligation issue a Letter of Credit. Borrower understands and agrees that the Bank may refuse upon any reasonable circumstances to issue any Letter of Credit if the issuance of such Credit. Upon issuance, a Letter of Credit would violate one or more policies shall be deemed to be an utilization of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerthe Loan Commitment. Subject to the foregoing, Issuing Bank may agree that Upon any draw upon a standby Letter of Credit will automatically issued hereunder, the Borrower shall immediately reimburse the Bank for such drawn amount and, in the event that the Borrower fails to reimburse such amount on the same Business Day, the Bank shall be extended irrevocably authorized to draw such amount upon the Loan Commitment at which point the amount drawn shall be an Advance for one or more successive periods not all purposes hereunder, including without limitation, the accrual of interest. Upon the occurrence of any Event of Default pursuant to exceed one year eachthis Agreement, unless Issuing the Bank elects not may require the Borrower to extend for any such additional period, and so notifies immediately deposit with the beneficiary thereof 30 days Bank cash collateral in advance that such standby the amount of all outstanding Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect Obligations pursuant to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagethis Agreement.

Letters of Credit. During Landlord is currently holding the Revolving Commitment Periodfollowing letters of credit (collectively, subject the “Existing Letters of Credit”). Upon execution of this Second Amendment Landlord and Tenant shall take such actions as may be required (at Tenant’s option) to (i) reduce the terms and conditions hereof, Issuing Bank agrees to issue collective balance of the Existing Letters of Credit to $300,000, or (ii) to substitute a new letter of credit for the account benefit of Borrower; providedLandlord in the amount $300,000 issued by any of Silicon Valley Bank, Comerica Bank, Bank of America or Xxxxx Fargo or another national bank acceptable to Landlord (ithe “New Letter of Credit”) each and otherwise meeting the requirements of Section 4 of the First Amendment (whereupon Landlord shall return the Existing Letters of Credit to Tenant). The New Letter of Credit or Existing Letters of Credit as the case may be shall be denominated in Dollars; governed by all of the terms of Section 4 of the First Amendment, except that (iia) the stated total amount thereof shall be reduced to $150,000 ninety (90) days after Tenant provides Landlord with a certificate from Tenant’s chief financial officer to the effect financial statements showing that for two (2) consecutive quarters Tenant has recorded positive net income in accordance with GAAP, (b) all letters of each credit shall be returned to Tenant subject to Tenant’s delivery to Landlord of a cash Security Deposit of $70,717, ninety (90) days after Tenant provides Landlord with a certificate from Tenant’s chief financial officer to the effect that for four (4) consecutive quarters Tenant has recorded positive net income in accordance with GAAP, and (c) even if Tenant has not met the requirements of either (a) or (b), the New Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby existing Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than , as the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank case may be, shall be reduced to $200,000 on January 1, 2011, in all cases so long as Tenant is not then in default under no obligation to issue any Letter the Lease. Tenant’s interim (quarterly) financial statements for purposes of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters determining profitability and letter of credit generally reductions purposes shall be prepared in accordance with GAAP and not solely to letters Tenant’s normal internal reporting functions. The terms of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit paragraph F of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageAddendum No. 1 to Lease are deleted in their entirety.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Revolving Commitments Outstandings exceed the Aggregate Revolving Commitments then in effect; Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless such Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that no Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and such Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage.Obligations in a manner reasonably satisfactory to Agents, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (b)

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, Issuing Bank agrees Lender may, but shall not be required to (provided, however, that the Issuing Lender hereby agrees, subject to satisfaction of all conditions herein, to issue on the Effective Date back to back Letters of Credit or a replacement Letter of Credit with respect to the Existing Letters of Credit), through the Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of the Borrowers accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as the Issuing Lender may require, issue Letters of Credit in Dollars for the account of Borrower; providedthe Borrowers, (i) each in an aggregate amount for all Letters of Credit issued hereunder at any one time outstanding not to exceed the Letter of Credit Maximum Amount. Each Letter of Credit shall be denominated in Dollars; (ii) the stated a minimum face amount of each Letter of Credit shall not be less than One Hundred Thousand Dollars ($250,000 100,000) (or such lesser amount as is acceptable may be agreed to by Issuing Bank; (iiiLender) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the and each Letter of Credit Usage exceed (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) five (5) Business Days prior to the Revolving Credit Maturity Date in effect on the date of issuance thereof, unless such Letter of Credit Sublimit then in effect; (v) in no event shall any standby is backstopped at the time of issuance of such Letter of Credit by a letter of credit reasonably satisfactory to the Issuing Lender or the Borrowers have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from posted on the date of issuance of such Letter of Credit cash collateral to an account at the Issuing Lender and in which the Borrowers grant a security interest to the Agent (for the benefit of the Lenders) in an amount equal to 103% of the face amount of the outstanding Letters of Credit as of such date on terms satisfactory to the Agent and the Issuing Lender in their reasonable discretion, in which case the expiry date of such cash collateralized or backstopped Letters of Credit may be up to twelve (12) months after the date of issuance thereof, provided that any standby Letter of Credit; Credit with a 1-year tenor may provide for automatic renewal thereof for additional 1-year periods (vi) which, in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) extend beyond the date which is one year from referred to in the date foregoing clause (ii), except to the extent cash collateralized or backstopped in accordance with the foregoing at the time of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthereof), unless the Issuing Bank elects not to extend for any such additional period, and so Lender notifies the beneficiary thereof 30 days in advance prior to the then applicable expiration date that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such renewed. The submission of all applications in respect of and the issuance of each Letter of Credit if it has received written notice that an Event hereunder shall be subject in all respects to such industry rules and governing law as are reasonably acceptable to the Issuing Lender. In the event of Default has occurred any conflict between this Agreement and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Document other than any Letter of Credit UsageCredit, this Agreement shall control.

Letters of Credit. During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrower Representative in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments exceed the lesser of (A) the Revolving Loan Commitments then in effecteffect and (B) the Borrowing Base; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit be issued later than thirty (30) days prior to the Revolving Loan Commitment Termination Date or have an expiration date later than the earlier of five (15) Business Days prior to the Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, upon the request of Borrower Representative, Issuing Bank may agree that will issue a standby Letter of Credit that automatically will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Representative to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters Landlord is holding Letter of Credit for No. 598382-41 in the account amount of Borrower; provided, $250,000 issued by Comerica Bank (the “Existing Letter of Credit”) pursuant to Article 6 of the Lease. The Existing Letter of Credit (i) each shall secure payment and performance of lessee’s obligations under the Lease and the Surreal Lease, and (ii) shall be administered and applied per Section E of the Addendum to the Lease. Upon the mutual execution and delivery of this Amendment, Tenant shall deliver to Landlord an additional irrevocable and transferable letter of credit in the amount of $603,000 (the “New Letter of Credit”) running in favor of Landlord securing lessee’s obligations under the Lease and the Surreal Lease. The New Letter of Credit shall be denominated issued either by Comerica Bank, Silicon Valley Bank, or such other bank as may be acceptable to Landlord in Dollars; (ii) the stated amount of each its sole discretion and shall be administered and applied per this Section 4. The New Letter of Credit shall not be irrevocable for the period ending no less than $250,000 or such lesser amount as is acceptable to Issuing Bank; one (iii1) year after giving effect to such the date of issuance, in no event . Tenant shall renew the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the New Letter of Credit Usage exceed and maintain it for the period ending on the later of either September 30, 2010, or thirty (30) days after the date Tenant shall have vacated and surrendered the Existing Premises and Expansion Premises to Landlord in the condition required under the Lease and shall provide that it is automatically renewable for the term of the Lease unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the New Letter of Credit Sublimit then in effect; by the date that is ten (v10) in no event shall any standby days prior to its expiration, Landlord may draw on the New Letter of Credit have an expiration date later than and maintain the earlier funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any a substitute New Letter of Credit have an expiration date later than from Tenant. The form and terms of the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any New Letter of Credit if shall be either substantially in the issuance form of such the Existing Letter of Credit would violate one or more policies of Issuing Bank applicable in such other form as may be reasonably acceptable to letters of credit generally Landlord and not solely to letters of credit issuable to Borrower. Subject to the foregoingshall provide, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachamong other thing, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.effect that:

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing The Bank agrees to (x) issue Letters standby letters of Credit credit (each an “LOC” and collectively the “LOCs”) for the account of BorrowerACE or for the account of any Wholly-owned Subsidiary of ACE, provided that ACE shall be a joint applicant and account party with respect to any such LOC, and (y) extend the expiration date for or increase the amount of LOCs, in each case from time to time on any Business Day during the Availability Period; providedprovided that (a) the Bank shall not have any obligation to issue, extend or increase the amount of any LOC if (i) each Letter of the aggregate Credit shall be denominated in Dollars; Exposure (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments extension or increase) would exceed the Revolving Commitments then in effectCommitment Amount; or (ivii) after giving effect to such issuance, in no event shall extension or increase would conflict with or cause the Letter of Credit Usage Bank to exceed the Letter of Credit Sublimit then in effectany limit imposed by applicable law or any applicable requirement thereof; (vb) each LOC shall be denominated in Dollars, Sterling, Euro or another currency requested by ACE and acceptable to the Bank in its sole discretion; (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no event LOC shall any standby Letter of Credit have an a scheduled expiration date (including all rights of ACE or the beneficiary to require extension thereof) later than the earlier scheduled Final Expiration Date; (e) each Lloyd’s LOC shall be issued for the benefit of Lloyd’s in the form at the time of issue required by Lloyd’s for the purposes of being eligible to be included in the Funds at Lloyd’s of a Member; (1f) each Lloyd’s LOC shall be issued for the purposes of being included in the Funds at Lloyd’s of a Member that is a Wholly-owned Subsidiary of ACE and is not a member of any syndicate at Lloyd’s other than the Syndicate; (g) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no not have any obligation to issue any Letter LOC (other than a Lloyd’s LOC) that the Bank determines, in the exercise of Credit if its reasonable judgment consistent with its customary practice, is unsatisfactory in form or substance; and (h) the issuance Bank shall not have any obligation to issue an LOC that is to be issued in favor of such Letter a beneficiary that is a Sanctioned Person or is organized under the laws of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowera Sanctioned Country. Subject to the foregoing, Issuing Bank An LOC may agree that a standby Letter of Credit will by its terms be automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extendedextendible annually; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue permit any Letter of Credit unless Issuing such automatic extension if the Bank has entered into arrangements reasonably satisfactory determined that it would have no obligation at such time to it issue such LOC as extended under the terms hereof, in which case the Bank shall notify the beneficiary thereof of its election not to extend such LOC (which the Bank agrees to do on and Borrower to eliminate Issuing Bank’s risk with respect subject to the participation in Letters terms of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageSection 2.02(c)).

Letters of Credit. During 5.1 L/C Commitment (a) As of the Revolving Commitment PeriodClosing Date, subject the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit Credit”) for the account of Borrower; provided, (i) each Letter the relevant Borrower and for the benefit of Credit shall be denominated in Dollars; (ii) such Borrower or any Subsidiary of such Borrower on any Business Day from the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Closing Date and (2) until the date which that is one year ten Business Days prior to the Maturity Date in such form as may be approved from the date of issuance of time to time by such standby Letter of CreditIssuing Lender; (vi) in no event provided that such Issuing Lender shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if if, after giving effect to such issuance, (i) the issuance L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit would violate shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (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 Maturity Date; provided, that, if one or more policies Letters of Issuing Bank applicable to letters of credit generally Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and not solely to letters of credit issuable to Borrower. Subject conditions satisfactory to the foregoingAdministrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not Lenders, an amount equal to exceed one year each, unless Issuing Bank elects not the L/C Obligations with respect to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter Letters of Credit if it has received written notice that an Event of Default has occurred and the relevant Borrower’s Rating in effect is continuing at the time Issuing Bank must elect to allow such extensionlower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter the obligations under this Section 5 in respect of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in such Letters of Credit of (i) the Defaulting Lender, including by cash collateralizing Borrowers shall survive the Maturity Date and shall remain in effect until no such Defaulting Lender’s Pro Rata Share of the Letter Letters of Credit Usageremain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender 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 purposes set forth in Section 10.2(c).

Letters of Credit. During The applicable Issuing Lender shall, at the Revolving Commitment Periodrequest of the Company, subject issue one or more Letters of Credit hereunder, with expiry dates that would occur after the Letter of Credit Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such Letters of Credit on the Letter of Credit Expiration Date pursuant to the terms and conditions hereof, Issuing Bank agrees of Section 2.20(a)(ii). In the event the Company fails to issue Letters fully Cash Collateralize the outstanding LOC Obligations on the Letter of Credit for the account of Borrower; providedExpiration Date, (i) each outstanding Letter of Credit shall automatically be denominated deemed to be drawn in Dollars; (ii) full, and the stated amount of each Letter of Credit Company shall not be less than $250,000 or such lesser amount as is acceptable deemed to Issuing Bank; (iii) after giving effect have requested a Base Rate Loan to such issuance, in no event shall be funded by the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall Lenders on the Letter of Credit Usage exceed Expiration Date to reimburse such drawing (with the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance proceeds of such standby Letter Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including, without limitation, as a result of Credit; the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that it shall fund its Participation Interests in the outstanding LOC Obligations on such day (vi) in no event shall any Letter of Credit have an expiration date later than with the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance proceeds of such commercial Letter funded Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). Each Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of Credit; and (vii) the applicable Issuing Bank Lender to receive the same, shall be under no obligation to issue absolute and unconditional, shall not be affected by any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally circumstance whatsoever and not solely to letters of credit issuable to Borrower. Subject without regard to the foregoingtermination of this Agreement or the Commitments hereunder, Issuing Bank may agree that the existence of a standby Letter of Credit will automatically be extended for one Default or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at or the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit acceleration of the Defaulting LenderObligations hereunder and shall be made without any offset, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageabatement, withholding or reduction whatsoever.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrowers set forth herein and in the other Credit Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the U.S. Borrowers may request, in accordance with the provisions of this Section 1.13, that one or more Issuing Bank agrees to Banks issue Letters of Credit for the account of Borrowerthe Borrowers; provided, provided that (i) each no Borrower shall request that any Bank issue any Letter of Credit and a Bank shall be denominated not issue any Letter of Credit, if after giving effect to such issuance the sum of (A) the Dollar Equivalent amount of Letter of Credit Usage on the date of such issuance, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, plus (B) the Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the making of all Revolving Loans and Swingline Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the Total Revolving Loan Commitment then in Dollars; effect, (ii) the stated amount of each no Borrower shall request that any Bank issue any Letter of Credit and a Bank shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) issue any Letter of Credit if after giving effect to such issuance, the sum of the amounts described in no event shall the Total Utilization of Revolving Commitments clause (i) above would exceed the Revolving Commitments then Borrowing Base as would be shown in effectthe Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (viii) in no event shall any standby Issuing Bank issue (A) any Letter of Credit have having an expiration date later than the earlier of thirty (130) Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall Maturity Date, as applicable, after giving effect to any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance possible renewal of such Letter of Credit would violate pursuant to the proviso to the following clause (iii)(B), (B) subject to the foregoing clause (iii)(A), any Letter of Credit having an expiration date more than one or more policies year after its date of issuance; provided that, subject to the foregoing clause (iii)(A), this clause (B) shall not prevent any Issuing Bank applicable to letters from issuing a Letter of credit generally and not solely to letters of credit issuable to Borrower. Subject Credit containing a provision to the foregoing, Issuing Bank may agree effect that a standby such Letter of Credit will automatically be extended renewed annually for one or more successive periods a period not to exceed one year eachyear, unless Issuing Bank elects not to extend for any so long as such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby renewable Letter of Credit will provides that it shall not at any time be so extended; provided that renewed for an additional year if (I) the Applicable Borrower notifies the Issuing Bank shall not extend any in writing at least one Business Day prior to the applicable renewal date that the Applicable Borrower elects to allow the Letter of Credit to expire without being renewed, or (II) the Issuing Bank or the Required Banks notify the Applicable Borrower in writing, prior to the date set forth in such Letter of Credit if it has received written notice as the date by which the beneficiary thereof is to be notified whether such Letter of Credit is to be renewed, that an Event such Letter of Default has occurred Credit shall not be so renewed, in which case such Letter of Credit shall not be so renewed, or (C) any Letter of Credit the initial stated amount of which is less than $10,000 or the Dollar Equivalent thereof and is continuing at (iv) the time U.S. Borrowers shall not request that any Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, issue and no Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory if, after giving effect to it such issuance and Borrower to eliminate Issuing Bank’s risk with the issuance of all other requested Letters of Credit, the then outstanding Letter of Credit Usage in respect to of the participation in Dollar Equivalent of all Letters of Credit would exceed $20,000,000. The issuance of any Letter of Credit in accordance with the provisions of this Section 1.13 shall be given effect in the calculation of the Defaulting Lenderaggregate principal amount of Revolving Loans outstanding and the Dollar Equivalent of Letter of Credit Usage (except as provided in the definition of Letter of Credit Usage) and shall require the satisfaction of each condition set forth in Section 4.04. Immediately upon the issuance of each Letter of Credit, including by cash collateralizing each Bank with a Revolving Loan Commitment other than the Issuing Bank or Banks shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation (such Defaulting Lender’s Pro Rata Share participation of each Bank in each Letter of Credit being hereinafter referred to as its "Letter of Credit Participation") in the Dollar Equivalent of such Letter of Credit and each drawing thereunder in an amount equal to such Bank's pro rata share (determined on the basis of such Bank's Revolving Loan Commitment) of the maximum amount which is or at any time may become available to be drawn thereunder. Each Letter of Credit may provide that the Issuing Bank may (but shall not be required to) pay the beneficiary thereof upon the occurrence of an Event of Default and the acceleration of the maturity of the Revolving Loans or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Usageif conditions to such payment are satisfied or returned to the Issuing Bank for distribution to the Banks (or, if all Obligations shall have been paid in full, to the Applicable Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by an Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Bank under the related Letter of Credit.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrowereach Borrower in the aggregate Base Currency Amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in DollarsBase Currency (or the Optional Currency if requested); (ii) the stated amount of each Letter of Credit shall not be less than a Base Currency Amount of $250,000 500,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Tranche 1 Revolving Commitments exceed the Tranche 1 Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Tranche 1 Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any commercial Letter of Credit have an expiration date later than the earlier of (1) the Tranche 1 Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank in no event shall be under no obligation to issue any a commercial Letter of Credit be issued if the issuance of such commercial Letter of Credit would violate one is not substantially in the form of Exhibit M or more policies of otherwise acceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice from the Administrative Agent, acting on behalf of the Requisite Banks, that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extensioncontinuing; provided, further, that if any Lender is in the event (x) a Defaulting LenderFunding Default exists or (y) a determination pursuant to Section 2.18 or 2.19 occurs, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and each Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting LenderBank, including by cash collateralizing such Defaulting LenderBank’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject each Issuing Bank, in reliance upon the agreements of the other Revolving Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may be denominated in Dollarsan automatically renewing or extending Letter of Credit), one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the latest Revolving Commitment Termination Date; (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 or such lesser amount as is acceptable to Issuing Bank50,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Commitments then Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender with a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in effect; (iv) after giving effect to such issuance, in no event shall the each Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of equal to such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to the terms subsections (d) and conditions hereof(e) of this Section, Issuing Bank agrees to issue issue, at the request of the Borrower, Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall be denominated expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in Dollarsthe case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (i) unless otherwise agreed to by the Issuing Bank)); (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 or such lesser amount as is acceptable to Issuing Bank10,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Commitments then Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in effect; (iv) after giving effect to such issuance, in no event shall the each Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of equal to such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance thereof. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for in Dollars (or, if available as determined by the account applicable Issuing Lender in its sole discretion, in Alternative Currencies) as the Borrower may request upon the delivery of Borrower; provideda written request in the form of Exhibit F hereto (a “Letter of Credit Request”) to the relevant Issuing Lender, provided that (i) each Letter no Default or Event of Credit Default shall have occurred and be denominated in Dollars; continuing, (ii) the stated amount upon issuance of each such Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuanceCredit, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage Liabilities shall not exceed the Letter of Credit Sublimit then Sublimit, (iii) in effect; no event shall (A) the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit) exceed the Total Revolving Credit Commitment, and (B) the sum of the (1) outstanding principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit), and (2) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries cause a violation of the covenants set forth in §§9.3 or 9.4, (iv) the conditions set forth in §11 (and, in connection with any request for the issuance of any Letters of Credit on the Closing Date, §10) shall have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of be available for reinstatement or a subsequent drawing under such standby Letter of Credit; (vi) . Notwithstanding anything to the contrary contained in no event this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit have an expiration date later than the earlier of (1) the at a time when any other Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, unless the Issuing Bank Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be required executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to issue conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving Credit Lenders otherwise consent, the term of any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to shall not exceed a period of time commencing on the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share issuance of the Letter of Credit Usageand ending one year after the date of issuance thereof (or such longer period as Issuing Lender may approve); provided, however, that a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Lender but, subject to the following proviso, in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Revolving Credit Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as the Borrower delivers to the Issuing Lender no later than thirty (30) days prior to the Revolving Credit Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the maximum amount available to be drawn under such Letter of Credit or other credit support acceptable to such Issuing Lender. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d) and 2.22(e), agrees to issue, at the request of the Borrower, Letters of Credit denominated in Dollars or in the Alternative Currency for the account of the Borrower or any Restricted Subsidiary on the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerhereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (but may contain provisions for automatic renewal provided that no Default or Event of Default exists on the renewal date or would be denominated in Dollarscaused by such renewal and provided that no such renewal shall extend beyond the date five (5) Business Days prior to the Revolving Commitment Termination Date); (ii) the each Letter of Credit shall be in a stated amount of each at least $50,000; (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment and (B) the aggregate Revolving Multicurrency Credit Exposure of all Lenders would exceed the aggregate Multicurrency Commitments; and (iv) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit shall not be less denominated in a currency other than $250,000 Dollars or such lesser amount as is acceptable to the Alternative Currency. Each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank; (iii) after giving effect to such issuance, Bank without recourse a participation in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the each Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of equal to such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Multicurrency Commitment of each Multicurrency Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Revolving Commitment Termination Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Revolving Commitment Termination Maturity Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viiy) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; providedprovided further in the event a Funding Default exists, further, that if any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably 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 by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, Issuing Bank agrees to issue Letters during the period from and including the Effective Date to, but not including the Letter of Credit for the account Expiration Date, each Issuing Lender shall take such Letter of BorrowerCredit Actions denominated in Dollars or any Alternative Currency as Borrower may from time to time request; provided, however, that (i) the Outstanding Revolving Obligations of each Letter of Credit Lender shall be denominated in Dollars; not exceed such Lender’s Revolving Commitment at any time, (ii) the stated Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of each Letter of Credit all outstanding Competitive Loans shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; exceed the combined Revolving Commitments at any time, (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit then in effect; at any time and (viv) in no event shall any standby the Letter of Credit have an expiration Usage in respect of Letters of Credit issued by each Issuing Lender shall not exceed the Letter of Credit Commitment of such Issuing Lender at any time. All Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the account of Borrower, and the participations therein created pursuant to the Existing Credit Agreement shall be superseded by participations created by Section 2.03(b) hereof. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit which expires more than 12 months after the date later of its issuance or last renewal, no Letter of Credit may expire more than 12 months after the earlier date of its issuance or last renewal; provided, however, that (1x) subject to clause (y), no Letter of Credit shall expire after the Business Day which is at least five days prior to the Revolving Commitment Termination Date (as it may be extended) and (2y) a Letter of Credit may expire up to the date which that is one year from after the Revolving Termination Date (as it may be extended) with the consent of the Issuing Lender in respect thereof (which consent shall not be unreasonably withheld) so long as Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended) (or for any Letters of Credit issued after such date, the date of issuance of such standby issuance) deposit cash in the Dollar Amount equal to the Letter of CreditCredit Usage applicable to it in a Letter of Credit Cash Collateral Account. In the event that any Lender’s Commitment terminates prior to an extended Revolving Termination Date as contemplated by Section 2.01(e), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; (vi) provided that Borrower shall, if and to the extent necessary to permit such redetermination of participations in no event Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Revolving Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. If any Letter of Credit have an expiration date later than the earlier of (1) Usage remains or is expected to remain outstanding on the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall as it may be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject extended), Borrower shall, at least 15 days prior to the foregoingRevolving Termination Date (as it may be extended), Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not deposit cash in an amount equal to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageUsage applicable to it in a Letter of Credit Cash Collateral Account.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in DollarsDollars or one or more Alternative Currencies; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to BorrowerExpiration Date. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, provided further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, including or entered into by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Borrower with, the Issuing Bank relating to any Letter of Credit UsageCredit, the terms and conditions of this Agreement shall control.

Letters of Credit. During the Revolving Commitment PeriodProvided that no Event of Default then exists, Lender agrees, subject to the terms and conditions hereoffollowing additional conditions, Issuing Bank agrees to issue from time to time one or more Letters of Credit in favor of a governmental unit or agency or other beneficiary approved by Lender as security for the account completion of Borrower; providedthe construction of Improvements in an Approved Subdivision on Lender’s standard form and otherwise in form and substance acceptable to Lender in an aggregate amount not to exceed the Letter of Credit Loan set out in Paragraph 1 above, which Letter of Credit may be issued with respect to obligations of either Borrower or any related or affiliated entity of Borrower as Lender may elect. Any amounts disbursed by Lender under a Letter of Credit at any time and from time to time shall be deemed disbursements of proceeds of the Letter of Credit Loan and shall be evidenced by the Existing Note. If any Letter of Credit is outstanding on the Business Day immediately preceding the Maturity Date (i) each or if an amount has then been drawn on a Letter of Credit which has not been reimbursed or repaid), Lender may demand delivery of cash collateral in an amount equal to the then outstanding Letter of Credit Liability, and such cash collateral may be retained by Lender until such time as the Letter of Credit Liability is reduced to zero (-0-). Lender may apply such cash collateral to the payment of any amounts thereafter drawn on the Letters of Credit immediately upon the funding of any draw under any Letter of Credit. The failure to deliver such cash collateral upon demand shall constitute an immediate Event of Default under the Loan Documents without notice or further demand. The repayment of any draws on any Letter of Credit shall be denominated in Dollars; (ii) secured by the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount Loan Documents, and so long as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingoutstanding, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue a full release of the Security Instrument. It shall be an Event of Default under the Loan Documents should Lender ever be required to disburse funds under any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.Credit

Letters of Credit. During (a) On the Revolving Commitment PeriodClosing Date, SunTrust Bank, as the Issuing Bank of the Existing Letters of Credit, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d), agrees to continue the prior issuance of the Existing Letters of Credit on the terms and conditions set forth therein. 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. Thereafter during the Availability Period, the Issuing Bank Bank, in reliance upon said agreements of the other Lenders pursuant to Section 2.22(d), agrees to issue issue, at the request of the Borrower, Letters of Credit for the account of Borrowerthe Borrower or any Subsidiary Loan Party on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than expire on the earlier of (1) the Revolving Commitment Termination Date and (2A) the date which is one year from after the date of issuance of such standby Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit may be in any stated amount subject, however, to the provisions of clause (iii) hereof; and (iii) neither the Borrower nor any Subsidiary Loan Party may request any Letter of Credit; , if, after giving effect to such issuance (viA) in no event shall any the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit have an expiration date later than (which, as set forth in the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any definition thereof, includes each Existing Letter of Credit if set forth on Schedule 2.22), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the issuance of Issuing Bank without recourse a participation in such Letter of Credit would violate one or more policies of Issuing Bank applicable equal to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit Usageshall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. During (a) (i) Upon the Revolving Commitment Period, terms and subject to the terms and conditions hereof, each Issuing Bank Lender agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 2.26, together with the Existing Letters of Credit for Credit, collectively, the account “Letters of Credit”) payable in Dollars from time to time after the Closing Date and prior to the earlier of the Maturity Date and the termination of the Revolving Commitments, upon the request of the Borrower or any Subsidiary Borrower; provided, provided that (iA) each neither the Borrower nor any Subsidiary Borrower shall request that any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) issued if, after giving effect to such issuancethereto, in no event shall the Revolving Exposure would exceed the Total Utilization of Revolving Commitments Commitment or the aggregate L/C Exposure would exceed the Revolving Commitments then in effect; $350,000,000, (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (vB) in no event shall any standby Issuing Lender issue (x) any Letter of Credit have having an expiration date later than five Business Days before the earlier of Maturity Date or (1y) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have having an expiration date later more than one year after its date of issuance, provided that any Letter of Credit with a one-year tenor may provide for the earlier of automatic extension thereof for additional one-year periods (1) the Revolving Commitment Termination Date and (2) which shall in no event extend beyond the date which is one year from the date of issuance of such commercial Letter of Credit; and referred to in clause (viix) above), (C) neither Borrower nor any Subsidiary Borrower shall request that an Issuing Bank shall be under no obligation to Lender issue any Letter of Credit if if, after giving effect to such issuance or reinstatement, the issuance of such Letter L/C Exposure would exceed the Total Revolving Commitment and (D) an Issuing Lender shall be prohibited from issuing Letters of Credit would violate one or more policies hereunder upon the occurrence and during the continuance of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred (provided that such Issuing Lender shall have received notice of such Event of Default pursuant to Section 8.4 hereof and is continuing provided further that such notice shall be received at least 24 hours prior to the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue date on which any Letter of Credit unless is to be issued). The Administrative Agent will, upon request of any Issuing Bank has entered into arrangements reasonably satisfactory Lender, confirm the total amount of L/C Exposure and the aggregate outstanding Loans to it and Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Lender. Letters of Credit of outstanding under the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Existing Credit Agreement on the Letter of Credit UsageClosing Date shall be deemed to have been issued under this Agreement on the Closing Date.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for as the account Borrower may request upon the delivery of Borrower; provideda written request in the form of Exhibit I hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) each no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit Liabilities shall not be less than exceed Twenty-Five Million and No/100 Dollars ($250,000 or such lesser amount as is acceptable to Issuing Bank; 25,000,000.00), (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Revolving Commitments exceed (A) the Revolving Commitments then in effect; Credit Loans Outstanding, (ivB) the Swing Loans Outstanding, and (C) the amount of Letter of Credit Liabilities (after giving effect to such issuanceall Letters of Credit requested) exceed the Total Revolving Credit Commitment, (iv) in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans, Term Loans, and Letter of Credit Usage Liabilities (after giving effect to any requested Letters of Credit) exceed the Letter lesser of Credit Sublimit then (X) the Total Commitment or (Y) the sum of the Unencumbered Pool Availability minus the aggregate amount of all other Unsecured Debt or cause a violation of the covenants set forth in effect; §9.1, (v) the conditions set forth in no event §10 and §11 shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date been satisfied, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of be available for reinstatement or a subsequent drawing under such commercial Letter of Credit; and (vii) . Notwithstanding anything to the contrary contained in this §2.10, the Issuing Bank Lender shall not be under no obligation obligated to issue issue, amend, extend, renew or increase any Letter of Credit if the issuance of such Letter of at a time when any other Revolving Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, unless the Issuing Bank Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be required executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to issue conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Revolving Credit Lenders otherwise consent, the term of any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to shall not exceed a period of time commencing on the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share issuance of the Letter of Credit Usageand ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Revolving Credit Maturity Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Restricted Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Revolving Commitments Outstandings exceed the Aggregate Revolving Commitments then in effect; Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five (5) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2v) the date which after giving effect to such issuance, Availability is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation greater than or equal to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower$0. Subject to the foregoing, foregoing (other than clause (iv)(2)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and the participation obligation of each Lender having a Revolving Commitment in connection therewith, shall be governed by the terms of this Agreement. The Issuing Banks described in clause (b) of the definition thereof shall be the Issuing Banks on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and be subject to and governed by the terms of this Agreement.

Letters of Credit. During (a) Each Letter of Credit (other than an Existing Letter of Credit) shall be issued (or the Revolving Commitment Period, subject stated maturity thereof extended or terms thereof modified or amended) on not less than three Business Days' prior written notice thereof to the terms Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and conditions hereof, the relevant Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBank; provided, however, that no such notice shall be required in connection with the automatic extension of an Evergreen Letter of Credit. Each such notice (a "REQUEST FOR ISSUANCE") shall specify (i) each the date (which shall be a Business Day, but in no event later than the date that occurs ten (10) Business Days prior to the Revolving Credit Termination Date) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is that occurs one year from the date of issuance of such standby Letter of Credit (or, in the case of any extension of a Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is , one year from the date of issuance effectiveness of such commercial extension), and in any event no later than the Letter of Credit Expiration Date (subject, in the case of any Evergreen Letter of Credit; and , to automatic annual renewal or extension)), (viiii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance proposed stated amount of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally (which shall be in Dollars and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will shall not be so extended; provided that Issuing Bank less than $100,000) and (iii) such other information as shall not extend any demonstrate compliance of such Letter of Credit if it has received written notice that an Event of Default has occurred with the requirements specified therefor in this Agreement and is continuing at the time relevant Issuing Bank must elect Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one Business Day prior to allow the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such extension; providedRequest for Issuance, furtherand upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank Agreement, that if any Lender is a Defaulting Lender, such Issuing Bank shall not be required to issue any (or extend, amend or modify) such Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect provide notice and a copy thereof to the participation in Letters of Credit of Administrative Agent, which shall promptly furnish copies thereof to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageLenders.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower or its Subsidiaries (provided that the Borrower is an obligor on the Letter of Credit Application submitted to the Issuing Bank in connection with any such Letter of Credit to be issued for the account of any of the Borrower’s Subsidiaries), or to amend or extend Letters of Credit previously issued by it, in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollarsan Agreed Currency; (ii) the stated amount initial Stated Amount of each Letter of Credit shall not be less than $250,000 (or its equivalent in any other Agreed Currency) or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit (x) have an expiration date later than the earlier of (1) five days prior to the Revolving Commitment Termination Date and (2) the date that is one year from the date of issuance of such Letter of Credit; or (y) be issued if such Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viiy) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, and so notifies period by giving prior notice (“Non-Extension Notice”) to the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extendedlater than the applicable Non-Extension Notice Date; provided that provided, the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect least seven Business Days prior to allow such extensionNon-Extension Notice Date; provided, further, that if any Lender is a Defaulting Lender, the Issuing Bank shall not be required under any obligation to issue any Letter of Credit unless if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank has entered into arrangements reasonably satisfactory from issuing such Letter of Credit, or any law applicable to it and Borrower to eliminate the Issuing Bank’s risk Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageany restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it or (y) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. Each Existing Letter of Credit shall continue to be outstanding and shall be deemed to be a Letter of Credit hereunder, subject to the terms and conditions hereof.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any commercial Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the the(a) terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization Outstanding Amount of the Revolving Commitments Obligations exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingforegoing (other than clause (v)), the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that if any Revolving Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage.Obligations in a manner reasonably satisfactory to the Administrative Agent, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. Notice of Issuance. Whenever the Borrower desires the issuance of a Letter of(b) Credit, the Borrower shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 p.m. at least three (3) Business Days or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 5.2, an Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent and each Revolving Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Revolving Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e). 50

Letters of Credit. During the Revolving Commitment Period, subject to On the terms and conditions hereofhereinafter set forth, Issuing Bank agrees the Agent, or an Affiliate of Agent, shall from time to time during the period beginning on the Effective Date and ending on the Maturity Date upon request of either Borrower issue standby Letters of Credit for the account of Borrower; providedeither Borrower (the "Letters of Credit") in such face amounts as either Borrower may request, but not to exceed in the aggregate face amount at any time outstanding the sum of One Million and No/100 Dollars (i) each Letter $1,000,000.00). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances on the Commitment for Borrowing Base purposes and all payments made by the Agent, or any issuing Affiliate of Agent, on such Letters of Credit shall be denominated considered as Advances under the Notes. Each Letter of Credit used for the account of either Borrower hereunder shall (i) be in Dollars; favor of such beneficiaries as are specifically requested by such Borrower for purposes of securing such Borrower's obligations associated with its oil and gas operations and activities, or securing such Borrower's obligations in connection with Rate Management Transactions permitted under this Agreement, (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than not exceeding the earlier of (1a) one year or (b) the Revolving Commitment Termination Date Maturity Date, and (2iii) contain such other terms and provisions as may be required by Agent. Each Lender (other than Agent, except in cases where an Affiliate of Agent is the date which is one year from the date of issuer) agrees that, upon issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have hereunder, it shall automatically acquire a participation in the Agent's, or its issuing Affiliate's, liability under such Letter of Credit in an expiration date later than the earlier of (1) the Revolving amount equal to such Lender's Commitment Termination Date and (2) the date which is one year from the date of issuance Percentage of such commercial liability, and each Lender (other than Agent, except in cases where an Affiliate of Agent is the issuer) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent, or its issuing Affiliate, to pay and discharge when due, its Commitment Percentage of Agent's, or its issuing Affiliate's, liability under such Letter of Credit; . The Borrowers hereby, jointly and (vii) Issuing Bank shall be severally, unconditionally agree to pay and reimburse the Agent, or its issuing Affiliate, for the amount of each demand for payment under no obligation to issue any Letter of Credit if that is in compliance with the issuance provisions of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event at or prior to the date on which payment is to be made by the Agent, or its issuing Affiliate, to the beneficiary thereunder, without presentment, demand, protest or other formalities of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue kind. Upon receipt from any beneficiary of any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to of any demand for payment under such Letter of Credit, the participation in Letters of Credit Agent shall promptly notify the Borrowers of the Defaulting Lenderdemand and the date upon which such payment is to be made by the Agent, including by cash collateralizing or its issuing Affiliate, to such Defaulting Lender’s Pro Rata Share beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrowers shall advise the Agent whether or not Borrowers intend to borrow hereunder to finance their obligations to reimburse the Agent, or its issuing Affiliate, and if so, submit a Notice of Borrowing as provided in Section 2(c) hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, or its issuing Affiliate, the Agent shall notify each Lender of the Letter demand and the failure of Credit Usagethe Borrowers to reimburse the Agent, or its issuing Affiliate, and each Lender shall reimburse the Agent, or its issuing Affiliate, for its Commitment Percentage of each such draw paid by the Agent, or its issuing Affiliate, and unreimbursed by the Borrowers. All such amounts paid by Agent, or its issuing Affiliate, and/or reimbursed by the Lenders shall be treated as an Advance or Advances under the Commitment, which Advances shall be immediately due and payable and shall bear interest at the Maximum Rate.

Letters of Credit. During Prior to the Revolving Commitment expiration of the Availability Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date expiration of the Availability Period (unless the Borrower agrees to cash collateralize or provide other credit support for such Standby Letter of Credit, in each case subject to arrangements that are reasonably acceptable to the Issuing Bank prior to such date) and (2) the date which is one (1) year from the date of issuance of such standby Standby Letter of Credit; and (vi) in no event shall any Commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date expiration of the Availability Period (unless the Borrower agrees to cash collateralize or provide other credit support for such Standby Letter of Credit, in each case subject to arrangements that are reasonably acceptable to the Issuing Bank prior to such date) and (2) the date which is one year hundred and eighty (180) days from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Commercial Letter of Credit or (y) be issued if the issuance of such Commercial Letter of Credit would violate one or more policies of is otherwise unacceptable to the Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, The Issuing Bank may agree that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any reason or for no reason for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, furtherthat, that if in the event any Lender is a Defaulting LenderFronting Exposure exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably 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 by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage. On the Closing Date, each Existing Letter of Credit will be deemed a Letter of Credit hereunder.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; providedprovided that, immediately after each Letter of Credit is issued, (i) each Letter the Utilization shall not exceed the aggregate amount of Credit shall be denominated in Dollars; the Commitments, (ii) the stated aggregate outstanding principal amount of each Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not be less than $250,000 or exceed the Maximum Availability of such lesser amount as is acceptable to Issuing Bank; Borrower and (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share aggregate amount of the Letter of Credit UsageLiabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereof, including, without limitation, the conditions precedent in Section 4.2, the limitations set forth in the definition of the term “Issuing Bank,” and any applicable requirements of Section 2.14, each Issuing Bank agrees agrees, severally and not jointly, to issue issue, from time to time prior to the Commitment Termination Date, at the request of the Borrower and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more letters of credit (each a “Letter of Credit”) for the Borrower’s account in a face amount in each case of at least $500,000 or, if denominated in any Alternative Currency, the Dollar Equivalent of at least $500,000, and in an aggregate undrawn face amount for all Letters of Credit for at any time outstanding not to exceed the account applicable Letters of BorrowerCredit Maximum Amount; provided, that no Issuing Bank (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation required to issue any Letter of Credit if denominated in a currency not set forth in such Issuing Bank’s Issuing Bank Agreement, and (ii) shall issue a Letter of Credit pursuant to this Section 2.12 if, after the issuance thereof, (x) the outstanding Loans and L/C Obligations would thereby exceed the Revolving Credit Commitment Amount (determined in accordance with Section 10.19) then in effect, (y) the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Letters of Credit Maximum Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (z) the issuance of such Letter of Credit would violate one any legal or more policies of regulatory restriction then applicable to such Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject or any Lender as notified by such Issuing Bank or such Lender to the foregoing, Issuing Bank may agree that a standby Administrative Agent before the date of issuance of such Letter of Credit. Letters of Credit will automatically and any increases and extensions thereof hereunder may be extended for one issued in face amounts of either U.S. Dollars or more successive periods not any Alternative Currency; provided, that the Dollar Equivalent amount of the principal amount of outstanding Loans and Letters of Credit in any Alternative Currencies determined, with respect to exceed one year each, unless Issuing Bank elects not to extend for any each such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Loan or Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any Credit, in accordance with Section 10.19 on the date such Loan is funded, continued or converted, or the date such Letter of Credit if it has received written notice is issued, increased and extended, as applicable, shall not exceed in the aggregate the Alternative Currency Sublimit. If the Administrative Agent notifies the Issuing Banks that an Event any conditions precedent set forth in Section 4.2 have not been satisfied and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; providedLetters of Credit, further, that if any Lender is a Defaulting Lender, no Issuing Bank shall not be required to issue issue, amend, renew or extend any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory without the consent of the Administrative Agent until such notice is withdrawn by the Administrative Agent. Notwithstanding anything to it the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Member of the Consolidated Group; provided, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and Borrower to eliminate Issuing Banksuch statement shall not affect the Borrower’s risk reimbursement obligations hereunder with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageCredit.

Letters of Credit. During the Revolving Commitment Availability Period, subject to the terms and conditions hereof, the Issuing Bank agrees Banks agree to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of Borrower; provided, (i) each the Borrower in the aggregate amount up to but not exceeding the Letter of Credit shall be denominated in DollarsSublimit; provided (iii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuanceissuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; , (viv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall any standby the Letter of Credit have an expiration date later than Usage with respect to the earlier Letters of (1) Credit issued by such Issuing Bank exceed the Revolving Commitment Termination Date Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (viv) in no event shall any Letter of Credit have an expiration date later than the earlier of (1A) the Revolving Commitment Termination fifth Business Day prior to the Maturity Date and (2B) the date which is one year twelve months from the original date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the applicable Issuing Bank elects not to extend for any such additional period, period and so notifies provides notice to that effect to the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extendedBorrower; provided that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, the Issuing Bank Banks shall not be required to issue issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Applicable Percentage of the Letter of Credit UsageUsage at such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue standby Letters of Credit for the account of Borrowerthe Borrowers or any of their Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (ia) each Letter of Credit shall be denominated in Dollars; (iib) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is reasonably acceptable to the applicable Issuing Bank; (iiic) after giving effect to such issuance, in no event shall the Total Utilization Outstanding Amount of the Revolving Commitments Obligations exceed the Revolving Commitments then in effect; (ivd) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect; (ve) in no event shall any standby Letter the aggregate amount of the outstanding Letters of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date issued by any Issuing Bank shall not exceed its L/C Commitment; and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vif) in no event shall any Letter of Credit have an expiration date later than the earlier of (1i) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2ii) the date which is one (1) year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, foregoing (other than clause (e)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless such Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that no Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice that an Event of a Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower such Issuing Bank (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16.1(d) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Administrative Agent, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. Each Letter of Credit specified as a “Credit for Reinsurance Letter of Credit” in the Issuance Notice delivered by Borrowers shall be in the Issuing Bank’s standard form for letters of credit qualifying for credit for reinsurance under applicable state insurance laws and regulation, with such changes as mutually agreed by the Issuing Bank and the Borrowers, and shall satisfy the requirements for letters of credit under the credit for reinsurance provisions of the insurance laws and regulations of the jurisdiction of domicile of the beneficiary thereof as to which the Borrowers provide written notice to the Issuing Bank prior to the date of issuance (each such Letter of Credit a “Credit for Reinsurance Letter of Credit”); provided that the Issuing Bank shall not be obligated to verify such satisfaction.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower Agent, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerany Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall be denominated expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in Dollarsthe case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days before the Revolving Commitment Termination Date; (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 100,000 (or such lesser amount as is acceptable the Issuing Bank may agree to, such agreement to Issuing Bankbe evidenced by the issuance of such Letter of Credit); (iii) no Borrower may request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the Aggregate Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage Exposure would exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier lesser of (1) the Revolving Commitment Termination Date Borrowing Base and (2) Aggregate Revolving Commitment Amount, and (iv) no Borrower shall request, and the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in Issuing Bank shall have no event shall obligation to issue, any Letter of Credit have an expiration date later than the earlier proceeds of which would be made available to any Persons (1i) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance time of such commercial Letter funding, is the subject of Credit; and any sanctions or (viiii) Issuing Bank shall be under no obligation in any manner that would result in a violation of any Sanctions by any party to issue this Agreement. Notwithstanding the foregoing, any Letter of Credit if may contain customary automatic renewal provisions agreed upon by any Borrower and the issuance Issuing Bank pursuant to which the expiration date of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will shall automatically be extended for one or more successive periods a period of up to 12 months (but not to exceed one year eacha date later than the date set forth in clause (i) (B) above), unless subject to a right on the part of the Issuing Bank, in its discretion, to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal. Each Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days without recourse a participation in advance that such standby each Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any equal to such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 2.3(g), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of Borrowerthe Borrower on any Business Day during the period from and including the Closing Date to the date that is five Business Days prior to the Revolving Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, (i) each provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (or the L/C Obligations in no event shall respect of Letters of Credit issued by such Issuing Lender exceed its maximum L/C Commitment as set forth in the definition thereof), (ii) the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter Extensions of Credit would violate one exceed the Total Revolving Commitments or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if (iii) any Lender is a Defaulting Lender, unless such Issuing Bank Lender has entered into arrangements, including 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 2.20(a)(iii)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall not (i) be required denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to issue the Revolving Termination Date; provided that any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory with a one-year term may provide for the renewal thereof for additional one-year periods as set forth in Section 2.3(d) (which shall in no event extend beyond the date referred to it and Borrower in clause (y) above); provided further that at any time the Revolving Commitments have been extended pursuant to eliminate Issuing Bank’s risk with respect Section 2.1(b), the L/C Obligations shall not exceed the Total Revolving Commitments scheduled to be in effect through the participation in Letters end of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageany extended Revolving Commitment Period.

Letters of Credit. (a) During the Revolving Commitment Period, subject period beginning on the Restatement Effective Date and ending on the date that is thirty (30) days prior to the terms and conditions hereofTermination Date, the Issuing Bank agrees Banks agree to issue Letters of Credit for up to an aggregate amount at any one time outstanding equal to One Hundred Million Dollars ($100,000,000) minus (ii) the account aggregate principal amount of Borrower; provided, all then outstanding Surety Bonds issued by a Surety on behalf of the Parent pursuant to an Indemnity Agreement (the “Maximum Letter of Credit Amount”). The availability of Letters of Credit will be subject to (i) the applicable Issuing Bank being satisfied with the terms of the Letter of Credit to be issued, (ii) the Borrower’s executing and delivering such letter of credit and reimbursement agreements and related documents as required by the applicable Issuing Bank, and (iii) the satisfaction of all conditions to the Borrower obtaining a Loan in the amount of the requested Letter of Credit. The Borrower shall pay a fee for each Letter of Credit shall be denominated in Dollars; (ii) to the stated amount Agent for the pro rata benefit of each the Banks, upon issuance of such Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuanceand, in no event shall thereafter, upon the Total Utilization quarter-annual anniversary of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies remaining outstanding, in the amount of the Indicated Spread for Revolving Loans under the LIBOR Rate Option on the stated amount of such Letter of Credit; provided that, the applicable Issuing Bank applicable shall be entitled to letters a fee equal to one-eighth of credit generally and not solely one percent (0.125%) of the amount available to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby be drawn under each such Letter of Credit will automatically be extended for one or more successive periods not prior to exceed one year eachthe distribution of the balance of such fee to the Banks based on their Pro rata shares. In addition, unless the Borrower shall pay to the applicable Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby upon issuance of each Letter of Credit will not provided for under this Section 3.01 an issuance fee of Five Hundred Dollars ($500) for such Issuing Bank’s services in issuing such Letter of Credit. No Letter of Credit shall be so extendedissued having an expiration date later than one (1) year following the date of its issuance; provided that at the option of the applicable Issuing Bank shall not extend Bank, any such Letter of Credit if it has received written notice may contain renewal options; and provided further that no Letter of Credit shall have an Event expiration date (including any renewals) after the Termination Date. All Letters of Default has occurred Credit shall be in such form and substance as the applicable Issuing Bank, the Agent (to the extent the Agent is continuing at not also the time applicable Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank Bank) and the Borrower agree. The Borrower shall not be required entitled to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in obtain Letters of Credit of from any Issuing Bank unless the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share Borrower is then entitled to obtain Loans from the Banks in an amount not less than the stated amount of the Letter of Credit Usagerequested, the other conditions of Section 5.03 hereof have been satisfied as if the Borrower were obtaining a Revolving Loan and the Borrower has executed and delivered such letter of credit, reimbursement agreements and other related documents as may be required by the applicable Issuing Bank.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (set forth on Schedule IV hereto) (collectively, the “Letters of Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (1) 60 days before the Revolving Commitment Termination Date and (2A) in the date which is case of a Standby Letter of Credit one year from after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such standby Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from , 60 days after the date of issuance thereof; provided, however, that the terms of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any each Standby Letter of Credit if that is automatically renewable annually shall (x) require the issuance of Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would violate one have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or more policies a Notice of Termination is given by the relevant Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingimmediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may agree in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a standby Letter Notice of Credit will automatically Renewal had been timely delivered and in such case, a Notice of Renewal shall be extended deemed to have been so delivered for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies all purposes under this Agreement. Within the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c).

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrowers in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 5,000 or such lesser amount as is acceptable to the applicable Issuing BankBank and Borrowers may agree; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit shall have an expiration date later than the earlier of (1) five days prior to the Revolving Commitment Termination third anniversary of the Closing Date (the “Letter of Credit Expiration Date”) and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingprovided, however, that Issuing Bank may agree in its reasonable discretion that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (but in any event, not beyond the Letter of Credit Expiration Date unless Borrowers shall, not later than five days preceding the Letter of Credit Expiration Date, Cash collateralize in accordance with Section 2.4(i), on terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to the Letter of Credit Usage with respect to any Letters of Credit having an expiry date later than the Letter of Credit Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrowers shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such Cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to Borrowers by Issuing Bank after the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in such cash collateral account shall be held and applied by Administrative Agent in the manner and for the purposes set forth in Section 2.4(d)), unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless (x) first, Administrative Agent is holding sufficient Cash collateral for the obligations of such Defaulting Lender, (y) second, after taking into account the reallocation of such Defaulting Lender’s participation obligations pro rata, among the non-Defaulting Lenders, the Revolving Exposure of such Revolving Lenders does not exceed their respective Revolving Commitments or (z) third, Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Borrowers to eliminate Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of the Defaulting Lender, including by cash Cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters (a) Each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) for the account of Borrower; providedthe Borrower or a Subsidiary of the Borrower (other than Consumers or any Subsidiary thereof) on not less than three (3) Business Days’ prior written notice thereof to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the relevant Issuing Bank and shall be denominated in Dollars or in an Alternative Currency. Each such notice (a “Request for Issuance”) shall be delivered no later than 12:00 noon (New York City time) on the third Business Day prior to the proposed date of issuance, extension, modification or amendment and shall specify (i) each the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the earlier of the date that is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date and the date which is one year after the requested date of issuance, provided that any Letter of Credit with a one year tenor may provide for the renewal thereof for additional periods of up to one year which shall in no event extend beyond the date which is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date), (ii) the proposed stated amount of such Letter of Credit (which shall not be less than $100,000 (or the Dollar Equivalent thereof in an Alternative Currency) unless otherwise agreed by the applicable Issuing Bank), (iii) the currency in which such Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit which currency shall not be less than $250,000 Dollars or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuancean Alternate Currency), in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; and (iv) after giving effect to such issuance, in no event other information as shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance demonstrate compliance of such Letter of Credit would violate one or more policies of with the requirements specified therefor in this Agreement and the relevant Issuing Bank applicable to letters of credit generally and Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower in writing not solely to letters of credit issuable to Borrower. Subject less than two (2) Business Days prior to the foregoingproposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachAgreement, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any issue (or extend, amend or modify) such Letter of Credit if it has received written and provide notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect copy thereof to the participation in Letters of Credit of the Defaulting Administrative Agent, which shall promptly furnish notice thereof to each Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions of this Agreement, and on the condition that aggregate Letter of Credit Liabilities shall never exceed $5,000,000, (i) Borrower shall have the right to, in addition to Loans provided for in SECTION 2.1 hereof, Issuing Bank agrees utilize the Revolving Loan Commitments from time to issue Letters time during the Revolving Loan Availability Period by obtaining the issuance of Credit standby letters of credit for the account of Borrower; providedBorrower if Borrower shall so request in the notice referred to in SECTION 2.2(B)(I) hereof (such standby letters of credit as any of them may be amended, supplemented, extended or confirmed from time to time, being herein collectively called the "LETTERS OF CREDIT)" and (iii) TCB agrees to issue such Letters of Credit. Upon the date of the issuance of a Letter of Credit, the applicable Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Loan Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from the applicable Issuer, a participation, to the extent of such Lender's Revolving Loan Commitment Percentage, in such Letter of Credit and the related Letter of Credit Liabilities, which participation shall terminate on the earlier of the expiration date of such Letter of Credit or the Revolving Loan Termination Date. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any issuance. Any Letter of Credit that shall have an expiration date later than after the earlier end of (1) the Revolving Commitment Termination Date Loan Availability Period shall be subject to Cover or backed by a standby letter of credit in form and (2) substance, and issued by a Person, acceptable to Agent in its sole discretion. TCB or, with the date which is one year from prior approval of Borrower, Agent and the date applicable Lender, another Lender shall be the Issuer of issuance of such commercial each Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During (a) Upon the Revolving Commitment Periodterms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein and in reliance on the agreement of the Lenders set forth in this SECTION 2.13, the applicable Issuing Bank agrees to issue Letters of Credit shall issue, for the account of Borrowerthe Lead Borrower or a Restricted Subsidiary, one or more Letters of Credit; provided, (i) each however, that no Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) issued if after giving effect to such issuance, in no event shall issuance (i) the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the aggregate Letter of Credit Usage Outstandings shall exceed the Letter of Credit Sublimit then Sublimit, or (ii) the Tranche A Credit Extensions and/or the aggregate Revolving Credit Extensions (including Swingline Loans) would exceed the limitations set forth in effectSECTION 2.01(a); (v) in provided, further, that no event shall any standby Letter of Credit shall be issued unless an Issuing Bank shall have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year received notice from the date Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of issuance of such standby Letter of Creditthe initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h); (vi) in no event shall provided further that any Letter of Credit have an expiration date later than issued for the earlier benefit of (1) any Restricted Subsidiary that is not a Borrower shall be issued naming the Revolving Commitment Termination Date and (2) Lead Borrower as the date which account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is one year from being issued for the date of issuance benefit of such commercial Restricted Subsidiary; provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit; and , or any Applicable Law relating to the Issuing Bank or any request or directive (viiwhether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall be under no obligation to issue any prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit if in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoinggenerally, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if (C) any Lender is at such time a Defaulting LenderDeteriorating Lender hereunder, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower arrangements with the Borrowers or such Lender to eliminate the Issuing Bank’s risk of full reimbursement with respect to the participation in such Letter of Credit and all other Letters of Credit as to which the Issuing Banks has actual or potential fronting exposure with respect to such Deteriorating Lender (as determined by each Issuing Bank in its sole discretion). A permanent reduction of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Tranche A Commitments shall not require a corresponding pro rata reduction in the Letter of Credit UsageSublimit; provided, however, that if the Tranche A Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Tranche A Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank. If the conditions for borrowing under SECTION 4.02 cannot in fact be fulfilled, the Required Revolving Lenders may direct the Issuing Banks to, and the Issuing Banks thereupon shall, cease issue Letters of Credit (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with SECTION 9.01.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for as the account Borrower may request upon the delivery of Borrower; provideda written request in the form of Exhibit I hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) each no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit Liabilities shall not be less than exceed Ten Million and No/100 Dollars ($250,000 or such lesser amount as is acceptable to Issuing Bank; 10,000,000.00), (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Revolving Commitments exceed (A) the Revolving Commitments then in effect; Credit Loans Outstanding, (ivB) the Swing Loans Outstanding and (C) the amount of Letter of Credit Liabilities (after giving effect to such issuanceall Letters of Credit requested) exceed the Total Commitment, (iv) in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Usage Liabilities (after giving effect to any requested Letters of Credit) exceed the Letter lesser of Credit Sublimit then the Total Commitment or the Borrowing Base Availability or cause a violation of the covenants set forth in effect; §9.1, §9.9 or §9.10, (v) the conditions set forth in no event §§10 and 11 shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date been satisfied, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of be available for reinstatement or a subsequent drawing under such commercial Letter of Credit; and (vii) . Notwithstanding anything to the contrary contained in this §2.10, the Issuing Bank Lender shall not be under no obligation obligated to issue issue, amend, extend, renew or increase any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that at a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for time when any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any other Lender is a Defaulting Lender, unless the Issuing Bank Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be required executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to issue conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Lenders otherwise consent, the term of any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to shall not exceed a period of time commencing on the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share issuance of the Letter of Credit Usageand ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Maturity Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to and upon the terms and conditions hereofherein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, (i) any Borrower may request that the Issuing Bank agrees to issue Letters of Credit for the account of Borrower; providedsuch Borrower a Letter of Credit or Letters of Credit in Dollars or any Approved Currency in such form as may be approved by the Issuing Bank in its reasonable discretion. Notwithstanding the foregoing, (i) each no Letter of Credit shall be denominated issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the Letter of Credit Commitment then in Dollarseffect; (ii) the stated amount of each no Letter of Credit shall not be less than $250,000 issued, amended (to increase the Stated Amount thereof), extended or such lesser amount as is acceptable to Issuing Bank; (iii) renewed if, after giving effect to such issuance, in no event shall amendment, extension or renewal, the Total Utilization of Revolving Commitments Credit Exposure would exceed the Revolving Commitments Line Cap then in effect; (iviii) each Letter of Credit shall have an expiration date occurring no later than one year after giving effect to such issuancethe date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Issuing Bank, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (iv) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit Usage exceed the to have a Letter of Credit Sublimit then issued in effectits favor; and (v) in no event shall any standby Letter of Credit have shall be issued by an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if after it has received a written notice from a Borrower or any Lender stating that an Event of a Default has occurred and is continuing at until such time as the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default in accordance with the provisions of Section 10.01. Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to issue any Letter of Credit unless the Administrative Agent and the Issuing Bank has entered into arrangements reasonably satisfactory (which notice the Administrative Agent shall promptly transmit to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit each of the Defaulting Lenderapplicable Lenders), including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Borrowers shall have the right, on any day, permanently to terminate or reduce the Letter of Credit UsageCommitment in whole or in part, provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrowers in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is provided further in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Borrowers to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerCompany in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; providedPROVIDED, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 10,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viib) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of is otherwise unacceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; PROVIDED, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; providedPROVIDED, furtherFURTHER, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Company to eliminate Issuing Bank’s 's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s 's Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrowers in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in DollarsDollars or Euro, as applicable; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; provided, in no event shall the aggregate minimum amount of Letters of Credit issued at any time be less than €50,000 or the Dollar Equivalent thereof; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viib) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of is otherwise unacceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing and the Requisite Lenders have directed the Issuing Lender to cease providing Letters of Credit at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower the Borrowers to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one (1) year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may be denominated an automatically renewing or extending Letter of Credit), one (1) year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the latest Revolving Commitment Termination Date (unless, at the time of issuance, the Borrower agrees to Cash Collateralize the applicable LC Exposure on or prior to the fifth (5th) Business Day prior to the latest Revolving Commitment Termination Date); provided that any Letter of Credit may be automatically extended (so long as the Issuing Bank shall have the right to prevent such extension at least once in Dollarseach year) for periods of up to one (1) year (but not beyond the date that is five (5) Business Days prior to the latest Revolving Commitment Termination Date unless, at the time of issuance, the Borrower agrees to Cash Collateralize the applicable LC Exposure on or prior to the fifth (5th) Business Day prior to the latest Revolving Commitment Termination Date); (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 or such lesser amount as is acceptable to Issuing Bank50,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Commitments then Credit Exposure of all Lenders would exceed the lesser of (I) the Aggregate Revolving Commitment Amount and (II) the Available Loan Amount minus the outstanding principal amount of the Term Loans. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in effect; (iv) after giving effect to such issuance, in no event shall the each Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of equal to such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Except to the extent of reallocations of participations pursuant to the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may be denominated in Dollarsan automatically renewing or extending Letter of Credit), one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the latest Revolving Commitment Termination Date; (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 or such lesser amount as is acceptable to Issuing Bank50,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Commitments then Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender with a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in effect; (iv) after giving effect to such issuance, in no event shall the each Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of equal to such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such Maturity Date.

Letters of Credit. During (a) Upon the Revolving Commitment Period, terms and subject to the terms conditions of this Agreement, and conditions hereofin reliance upon the representations, warranties and covenants of the Borrower made herein, each Issuing Bank agrees to issue issue, under the joint responsibilities of the Banks having Commitments, to the extent permitted by law and subject to the Uniform Custom Practices of the International Chamber of Commerce governing Letters of Credit (Publication No. 500 or any successor thereto), one or more Letters of Credit on the application of and for the account of the Borrower, during the period from the Closing Date to 30 days prior to the Revolving Credit Maturity Date; provided that the Stated Amount of Letters of Credit outstanding at any time, plus the aggregate amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time exceed the L/C Availability in effect at such time; and provided, further that at the time the Borrower requests the issuance of a Letter of Credit and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Borrower to the Issuing Bank, for the ratable accounts of the Administrative Agent and the Banks, and shall bear interest at the rate then applicable to Revolving Credit Loans that are Base Rate Loans, and, if not paid forthwith, shall, (i) each Letter of if there is Availability, be added to the Loan Account as Revolving Credit Loans and shall be denominated in Dollars; immediately due and payable upon the Revolving Credit Maturity Date (or, if earlier, upon acceleration of the Loans), and (ii) the stated amount of each Letter of Credit shall not if there is insufficient Availability, be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuanceimmediately due and payable, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing bearing interest until paid at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation rate set forth in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageSection 2.15.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance on the Lenders’ obligations under this Section 2.12, each Issuing Bank agrees to issue Letters issue, from time to time on and after the Effective Date and prior to the Commitment Termination Date, at the request of Credit the Borrower, one or more standby letters of credit (or, as may be agreed by an Issuing Bank, any other type of letter of credit or similar instrument, including financial letters of credit) (each, a “Letter of Credit”) for the account of Borrower; providedthe Company, (i) any Local Content Entity or any other Subsidiary of the Company in a face amount in each Letter case of Credit shall be at least $25,000 or, if denominated in Dollars; a Specified Currency, the Dollar Equivalent of $25,000 (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or or, in either case, such lesser amount as is acceptable the applicable Issuing Bank may agree to in its sole discretion); provided that an Issuing Bank; Bank shall not be obligated to issue or amend a Letter of Credit pursuant to this Section 2.12 if (iiii) immediately after giving effect to such issuancethe issuance or amendment thereof, in no event shall the Total Utilization aggregate Revolving Credit Exposure of Revolving Commitments all Lenders would exceed the Revolving Commitments Credit Commitment Amount then in effect; , (ivii) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one any legal or more regulatory restriction or any internal policies of then applicable to such Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject or any Lender as notified by such Issuing Bank or such Lender to the foregoingAdministrative Agent before the date of issuance of such Letter of Credit, Issuing Bank may agree that a standby (iii) immediately after giving effect to such issuance or amendment thereof, the Dollar Equivalent of the outstanding L/C Obligations would exceed $50,000,000 (the “Letter of Credit will automatically be extended for one Sublimit”), or more successive periods not (iv) immediately after giving effect to exceed one year eachsuch issuance or amendment thereof, unless the Dollar Equivalent of the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank elects not to extend for any such additional period, would exceed its Maximum L/C Issuance Amount; and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that that, if any Lender is there exists a Defaulting Lender, no Issuing Bank shall not be required to issue any a Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate Issuing Bank’s risk shall have complied with Section 2.12(g) with respect to any Fronting Exposure that exists at the participation in time of such issuance or would exist immediately after giving effect to such issuance. Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageDollars or any Specified Currency.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (1) 30 days before the Revolving Commitment Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (2A) in the date which is case of a Standby Letter of Credit one year from after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such standby Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof; (vi) in no event shall any provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date (provided such Letter of Credit may have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) after the date which that is one year from 30 days before the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if Termination Date, but not after the issuance of Termination Date, so long as such Letter of Credit would violate one or more policies of Issuing Bank applicable obligates the Borrower to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any Cash Collateralize such Letter of Credit if it has received written notice that an Event in accordance with Section 2.03(e)). If either a Notice of Default has occurred and Renewal is continuing at not given by the time Borrower or a Notice of Termination is given by the relevant Issuing Bank must elect pursuant to allow the immediately preceding sentence, such extensionStandby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, furtherhowever, that if any Lender is even in the absence of receipt of a Defaulting Lender, Notice of Renewal the relevant Issuing Bank shall not be required to issue any Letter of Credit may in its discretion, unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect instructed to the participation contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Letters such case, a Notice of Credit of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, the expiration date of any Letter of Credit may occur after the Termination Date; provided, that the Administrative Agent and the Issuing Bank, each acting in its sole discretion, has approved in writing such expiration date (which approval may be conditioned on such terms and conditions (including the Cash Collateralization of such Letter of Credit) as Administrative Agent and the Issuing Bank, each acting in its sole discretion, may determine).

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofcontained herein, the US Borrower shall have the right to utilize a portion of the US Total Revolving Credit Commitment from time to time prior to the Revolving Credit Termination Date to obtain from the applicable Issuing Bank agrees to issue one or more US Letters of Credit for the account of Borrowerthe US Borrower in such amounts and in favor of such beneficiaries as the US Borrower from time to time shall request; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, that in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect applicable Issuing Bank have any obligation to such issuance, in no event or shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) applicable Issuing Bank shall be under no obligation to in any event issue any US Letter of Credit if (i) the issuance face amount of such Letter of Credit, plus the US Letter of Credit Exposure Amount at such time would exceed $20,000,000, (ii) the face amount of such Letter of Credit, plus the aggregate of each US Lender’s US Revolving Credit Exposure at such time, would exceed the US Availability, (iii) such Letter of Credit would violate one or more policies have an expiry date beyond the earlier to occur of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject (1) five (5) Business Days prior to the foregoingscheduled Revolving Credit Termination Date, Issuing Bank may agree (2) with respect to Standby Letters of Credit, one full year after the issuance date of such Standby Letter of Credit, or (3) with respect to Trade Letters of Credit, one hundred eighty (180) days after the issuance date of such Trade Letter of Credit; provided, however, that a standby any Standby Letter of Credit will automatically be extended with a one-year term may provide for one or more successive automatic renewals thereof for additional one-year periods not (which shall in no event extend beyond five (5) Business Days prior to exceed one year eachthe scheduled Revolving Credit Termination Date), unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any (iv) such Letter of Credit if it is not in a form and does not contain terms satisfactory to the applicable Issuing Bank and the US Administrative Agent in its sole and absolute discretion, (v) the US Borrower has received written notice that an not executed and delivered such Applications and other instruments and agreements relating to such Letter of Credit as the applicable Issuing Bank and the US Administrative Agent shall have reasonably requested, (vi) any Default or Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow continuing, or (vii) such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank is not being issued or has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk not been issued in connection with respect to transactions occurring in the participation in Letters ordinary course of Credit business of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share US Borrower or any of the its Domestic Subsidiaries. Each US Letter of Credit Usagemay be issued for the account of or used by the US Borrower or any of its Domestic Subsidiaries, but the US Borrower shall have full liability for each Letter of Credit.

Letters of Credit. (a) During the Revolving Loan Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees Company may request from time to time (but in no event later than the date that is thirty (30) days prior to the Revolving Loan Commitment Termination Date) that one or more Lenders issue Letters of Credit for the account of BorrowerCompany for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit; provided that all such Letters of Credit shall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Lenders may, but (except as provided herein) shall not be obligated to, issue such Letters of Credit in accordance with the provisions hereof; provided, Company shall not request that any Lender issue, and no Lender shall issue: (i) each any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the Letter of Credit Sublimit then in effect; (viii) in no event shall any standby Standby Letter of Credit have having an expiration date later than the earlier of (1) the 10th Business Day prior to the Revolving Loan Commitment Termination Date and (2) the date which is one year from after the date of issuance of such standby Standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to Notwithstanding the foregoing, Issuing Bank may agree that the expiration date of a standby Standby Letter of Credit will be automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank elects not to extend the expiration date for any such additional period, period and so notifies the beneficiary thereof 30 days in advance further provided that such standby no expiration date for a Standby Letter of Credit will not be so extendedextended beyond the 10th Business Day prior to the Revolving Loan Commitment Termination Date; provided that Issuing Bank shall not extend (iv) any such Commercial Letter of Credit if it has received written notice having an expiration date (a) later than the earlier of (1) the 30th day prior to the Revolving Loan Commitment Termination Date and (2) the date which is 180 days after the date of issuance of such Commercial Letter of Credit (or such other date as shall be agreed to by the Issuing Bank) or (b) that an Event of Default has occurred and is continuing at otherwise unacceptable to the time Issuing Bank must elect to allow such extensionin its reasonable discretion; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue or (v) any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During the Revolving Commitment PeriodThe Issuing Bank agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue Letters letters of Credit credit (the "LETTERS OF CREDIT") for the account of Borrower; provided, the U.S. Borrower from time to time on any Business Day during the period from the date of the Original Credit Agreement until five Business Days before the Termination Date (i) in an aggregate Available LC Amount for all Letters of Credit not to exceed at any time the Issuing Bank's Letter of Credit Commitment at such time and (ii) in an Available LC Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of (1) five Business Days before the Revolving Commitment Termination Date and (2A) in the date which is case of a Standby Letter of Credit, one year from after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three Business Days prior to the date of the proposed renewal of such standby Standby Letter of Credit; ) and upon fulfillment of the applicable conditions set forth in Article III, unless such Issuing Bank has notified the U.S. Borrower (viwith a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in no event shall any such Letter of Credit have an expiration (but in any event at least 30 Business Days prior to the date later than the earlier of automatic renewal) of its election not to renew such Standby Letter of Credit (1a "NOTICE OF TERMINATION") the Revolving Commitment Termination Date and (2B) in the date which is one year from case of a Trade Letter of Credit, the later of 180 days after the date of issuance thereof or five Business Days before the Termination Date; PROVIDED that the terms of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any each Standby Letter of Credit if that is automatically renewable annually shall (x) require the issuance of Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would violate one have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or more policies a Notice of Termination is given by the Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingimmediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; PROVIDED, HOWEVER, that even in the absence of receipt of a Notice of Renewal the Issuing Bank may agree in its discretion, unless instructed to the contrary by the Administrative Agent or the U.S. Borrower, deem that a standby Letter Notice of Credit will automatically Renewal had been timely delivered and in such case, a Notice of Renewal shall be extended deemed to have been so delivered for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies all purposes under this Agreement. Within the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e).

Letters of Credit. During As regards policies or bonds issued by the Revolving Commitment PeriodCompany within the scope of this Agreement, subject the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses, unearned premium reserves and loss development allowance (to be calculated using the formula below) covered hereunder which it shall be required by law to set up, it will forward to the terms Reinsurer a statement showing the proportion of such reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees that it will apply for and conditions hereofsecure delivery to the Company of a clean, Issuing Bank agrees irrevocable and unconditional Letter of Credit, issued by a bank, and containing provisions acceptable to issue Letters the insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the Reinsurer's proportion of Credit for reserves in respect of losses, unearned premium reserves and loss development allowances and allocated loss adjustment expense relating thereto, and losses and allocated loss adjustment expense paid by the account of Borrower; provided, Company but not recovered from the Reinsurer as shown in the statement prepared by the Company (i) each hereinafter referred to as "Reinsurer's Obligations"). The Letter of Credit shall be denominated in Dollars; (ii) the stated amount issued for a period of each Letter of Credit shall not be less than $250,000 one year, and shall be automatically extended for one year from its date of expiration or such lesser amount as is acceptable any future expiration date unless thirty (30) days prior to Issuing Bank; (iii) after giving effect any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall consider the Letter of Credit Usage exceed extended for any additional period. The Reinsurer and the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may Company agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit provided by the Reinsurer pursuant to the provisions of this Agreement may be drawn upon at any time, notwithstanding any other provision of this Agreement, and be utilized by the Company or any successor, by operation of law, of the Defaulting LenderCompany including, including by cash collateralizing such Defaulting Lender’s Pro Rata Share without limitation, any liquidator, rehabilitator, receiver or conservator of the Letter of Credit Usage.Company for the following purposes, unless otherwise provided for in a separate Trust Agreement:

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters (a) Each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) for the account of Borrower; providedthe Company, Enterprises or a Subsidiary of Enterprises (in which case each Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on not less than three (3) Business Days' prior written notice thereof to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the relevant Issuing Bank and shall be denominated in Dollars or in an Alternative Currency. Each such notice (a "REQUEST FOR ISSUANCE") shall be delivered no later than 12:00 noon (New York City time) on the third Business Day prior to the proposed date of issuance, extension, modification or amendment and shall specify (i) each the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the earlier of the date that is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date and the date which is one year after the requested date of issuance, provided that any Letter of Credit with a one year tenor may provide for the renewal thereof for additional periods of up to one year which shall in no event extend beyond the date which is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date), (ii) the proposed stated amount of such Letter of Credit (which shall not be less than $100,000 (or the Dollar Equivalent thereof in an Alternative Currency) unless otherwise agreed by the applicable Issuing Bank), (iii) the currency in which such Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit which currency shall not be less than $250,000 Dollars or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuancean Alternate Currency), in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter identity of Credit Usage exceed the Letter of Credit Sublimit then in effect; applicable Borrower and (v) in no event such other information as shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance demonstrate compliance of such Letter of Credit would violate one or more policies of with the requirements specified therefor in this Agreement and the relevant Issuing Bank Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the applicable to letters of credit generally and Borrower in writing not solely to letters of credit issuable to Borrower. Subject less than two (2) Business Days prior to the foregoingproposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachAgreement, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any issue (or extend, amend or modify) such Letter of Credit if it has received written and provide notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect copy thereof to the participation in Letters of Credit of Administrative Agent, which shall promptly furnish copies thereof to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageLenders.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall Credit or be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies that the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, that if any Lender in the event there is a Defaulting Lender, the Issuing Bank shall not be required to issue issue, renew or extend any Letter of Credit unless to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered into arrangements reasonably 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 by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrowereither Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in DollarsDollars or Euro, as applicable; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 5,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viib) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of is otherwise unacceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Borrowers to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, provided that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five (5) Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall Credit or be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, provided further, that if any Lender in the event there is a Defaulting Lender, the Issuing Bank shall not be required to issue issue, renew or extend any Letter of Credit unless to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered into arrangements reasonably 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 by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (1) 30 days before the Revolving Commitment Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (2A) in the date which is case of a Standby Letter of Credit one year from after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such standby Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof; (vi) in no event shall any provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date (provided such Letter of Credit may have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) after the date which that is one year from 30 days before the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if Termination Date, but not after the issuance of Termination Date, so long as such Letter of Credit would violate one or more policies of Issuing Bank applicable obligates the Borrower to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any Cash Collateralize such Letter of Credit if it has received written notice that an Event in accordance with Section 2.03(e)). If either a Notice of Default has occurred and Renewal is continuing at not given by the time Borrower or a Notice of Termination is given by the relevant Issuing Bank must elect pursuant to allow the immediately preceding sentence, such extensionStandby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, furtherhowever, that if any Lender is even in the absence of receipt of a Defaulting Lender, Notice of Renewal the relevant Issuing Bank shall not be required to issue any Letter of Credit may in its discretion, unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect instructed to the participation contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Letters such case, a Notice of Credit of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. During (a) Each Letter of Credit (other than an Existing Letter of Credit) shall be issued (or the Revolving Commitment Period, subject stated maturity thereof extended or terms thereof modified or amended) on not less than three Business Days’ prior written notice thereof to the terms Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and conditions hereof, the relevant Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBank; provided, however, that no such notice shall be required in connection with the automatic extension of an Evergreen Letter of Credit. Each such notice (a “Request for Issuance”) shall specify (i) each the date (which shall be a Business Day, but in no event later than the date that occurs five Business Days prior to the Revolving Credit Termination Date) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is that occurs one year from the date of issuance of such standby Letter of Credit (or, in the case of any extension of a Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is , one year from the date of issuance effectiveness of such commercial extension), subject, in the case of any Evergreen Letter of Credit; and , to automatic annual renewal or extension), (viiii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance proposed stated amount of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will (which shall not be so extended; provided that Issuing Bank less than $250,000) and (iii) such other information as shall not extend any demonstrate compliance of such Letter of Credit if it has received written notice that an Event of Default has occurred with the requirements specified therefor in this Agreement and is continuing at the time relevant Issuing Bank must elect Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one Business Day prior to allow the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such extension; providedRequest for Issuance, furtherand upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank Agreement, that if any Lender is a Defaulting Lender, such Issuing Bank shall not be required to issue any (or extend, amend or modify) such Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect provide notice and a copy thereof to the participation in Letters of Credit of Administrative Agent, which shall promptly furnish copies thereof to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageLenders.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue letters of credit (the "Letters of Credit Credit") for the account of Borrower; provided, the Borrower and in the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the Funding Date until 5 days before the Termination Date in an Available Amount for each such Letter of Credit not to exceed the lesser of (ix) each the Unused Letter of Credit Facility Amount at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of the Termination Date and one year after the date of issuance thereof, but may by its terms be denominated renewable annually either (i) upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in Dollarssuch Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii) automatically unless such Issuing Bank has notified the beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a "Notice of Termination"); provided that (i) the applicable Issuing Bank shall not give a Notice of Termination unless (x) such Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or (y) the applicable conditions set forth in Article III are not satisfied at such time and (ii) the stated amount terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed or terminated and (z) not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; permit the expiration date (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (ivany renewal) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one in any event to be extended to a date later than the Termination Date. If either a Notice of Renewal is not given by the Borrower or more policies a Notice of Termination is given by the relevant Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingimmediately preceding sentence, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if shall expire on the date on which it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extensionotherwise would have been automatically renewed; provided, furtherhowever, that if any Lender is even in the absence of receipt of a Defaulting Lender, Notice of Renewal the relevant Issuing Bank shall not be required to issue any Letter of Credit may in its discretion, unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect instructed to the participation contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Letters such case, a Notice of Credit of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrower (it being acknowledged that in this Section 2.4, any reference to Borrower shall be deemed a reference to Borrower or any Subsidiary, as applicable, so long as Borrower is jointly and severally liable for any Obligations incurred by any Subsidiary under this Section 2.4) in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) unless a Letter of Credit Backstop is in place, in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) unless a Letter of Credit Backstop is in place, in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viiy) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of is otherwise unacceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit at the request of and for the account of BorrowerCompany in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit 57 Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) thirty days prior to the Revolving Commitment Termination Date Date, and (2) the date which that is one year from the date of issuance of such commercial Letter of Credit; and (viivi) Issuing Bank in no event shall be under no obligation to issue any Letter of Credit be issued if the issuance of such Letter of Credit thereof would violate one or more provisions of any applicable law, rule, or regulation or one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby credit; (vii) each Letter of Credit will automatically shall be extended for one or more successive periods not in form and substance reasonably satisfactory to exceed one year each, unless Issuing Bank elects not and issued in accordance with Issuing Bank’s standard operating procedures; and (viii) with respect to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not to be so extendedissued by GSB, such Letter of Credit shall be subject to the immediately succeeding sentence; provided that provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice from Company, Administrative Agent, or any Lender that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if in the event any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit or extend the expiry date or increase the amount of any outstanding Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageUsage in an amount not less than the Minimum Collateral Amount. With respect to any Letter of Credit to be issued by GSB, without the consent of GSB, such Letter of Credit shall (i) have a stated final expiration date, (ii) not permit the transfer or assignment thereof (or the right to draw thereunder) without the prior written consent of GSB, (iii) not permit cancellation thereof without the consent of the beneficiary thereof, (iv) not be subject to any rules or practices other than the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 or such later supplement to or revision thereof as is in effect at the time of issuance of such Letter of Credit (“ISP”), (v) not cause the aggregate number of outstanding Letters of Credit issued by GSB under this Agreement at any time to exceed ten (10), (vi) not have more than one (1) beneficiary, (vii) have been the subject of a written notice of the Company’s request for issuance thereof that the Company has given Xxxxxxx Xxxxx Bank USA not less than three (3) Business Day’s prior to such requested issuance, (viii) not permit reduction of the amount thereof other than on an annual, quarterly, or monthly basis, (ix) for purposes of a demand for payment thereunder, require physical presentation to GSB of an original or copy thereof, together with any amendments thereto, (x) have attached thereto as an exhibit a form of demand for payment thereunder, (xi) not permit more than three (3) demands for payment thereunder, and (xii) in connection with any demand for payment thereunder, not require disbursement of such payment to the beneficiary thereof within seventy-two hours after such demand for payment is made.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerCompany in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viib) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that Issuing Bank shall not extend any such standby Letter of Credit will not be so extendedbeyond the Revolving Commitment Termination Date; provided provided, further, that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit for the account of Borrowerany Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Revolving Commitments Outstandings exceed the Aggregate Revolving Commitments then in effect; Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless such Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that no Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, in the event that if any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower such Issuing Bank (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Issuing Bank Bank, on behalf of the Lenders having a Revolving Loan Commitment and the Lenders having an SSI Revolving Loan Commitment, and in reliance on the agreements of such Lenders set forth in Section 2.13(d) hereof, hereby agrees to issue one or more Letters of Credit for (1) in respect of Lenders having Revolving Loan Commitments up to an aggregate face amount equal to the account Available Letter of BorrowerCredit Commitment and (2) in respect of Lenders having SSI Revolving Loan Commitments up to an aggregate face amount equal to the Available SSI Letter of Credit Commitment, in each case determined immediately prior to giving effect to the issuance thereof; provided, however, that the Issuing Bank shall not issue any Letter of Credit (i) each Letter of Credit shall be denominated unless the conditions precedent to the issuance thereof set forth in Dollars; Section 3.3 hereof have been satisfied, (ii) the stated amount of each Letter of Credit shall not if any Default then exists or would be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; caused thereby, (iii) if, after giving effect to such issuance, in no event shall the Total Utilization Available Revolving Loan Commitment (or, if applicable, the SSI Letter of Revolving Commitments exceed the Revolving Commitments then in effect; Credit Commitment) would be less than zero or (iv) after giving effect to such issuance, in no event shall within thirty (30) days preceding the Maturity Date. Each Letter of Credit Usage exceed the Letter shall (A) be payable at sight, (B) be denominated in United States dollars, (C) expire, (i) with respect to Standby Letters of Credit Sublimit then in effect; (v) in Credit, no event shall any standby Letter of Credit have an expiration date later than the earlier to occur of (1x) the Revolving Commitment Termination fifth Business Day preceding the Maturity Date and (2y) the date which is one year from the 360 days after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such standby Letter renewal), and (ii) with respect to Commercial Letters of Credit; (vi) in , no event shall any Letter of Credit have an expiration date later than the earlier to occur of (1x) the Revolving Commitment Termination thirtieth day preceding the Maturity Date and (2y) the date which is one year from the 180 days after its date of issuance Issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such commercial renewal). Each Letter of Credit; Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (vii) 1993 Revision), International Chamber of Commerce Publication No. 500 and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be under no obligation obligated to issue issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the issuance of such Issuing Bank to exceed any limits imposed by, any Applicable Law. If a Letter of Credit would violate one or more policies of provides that it is automatically renewable unless notice is given by the Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit it will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at renewed, the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required bound to issue any give a notice of non-renewal unless directed to do so by Lenders having in the aggregate more than fifty percent (50%) of the Revolving Loan Commitment (or, if applicable, the SSI Revolving Loan Commitment) at least sixty-five (65) days prior to the then scheduled expiration date of such Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to Credit. It is hereby agreed that the participation in Letters of Credit set forth on Schedule 2 attached to the Assumption Agreement [to contain a list of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter all outstanding Letters of Credit Usageon the Combination Date] are Letters of Credit issued hereunder for all purposes hereunder notwithstanding anything herein that may be construed to the contrary.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the terms and conditions hereofrequest of the Borrower, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower on the terms and conditions hereinafter set forth; provided, provided that (i) each Letter of Credit shall be denominated expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in Dollarsthe case of any renewal or extension thereof (including any automatic extension), one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) the stated amount of each Letter of Credit shall not be less than in a stated amount of at least $250,000 or such lesser amount as is acceptable to Issuing Bank100,000; (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, in no event shall (A) the Total Utilization of Revolving Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Commitments then in effect; Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) after giving effect the Borrower shall not request, and the Issuing Bank shall have no obligation to such issuanceissue, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Revolving Lender shall be deemed to have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date purchased, and (2) the date which is one year hereby irrevocably and unconditionally purchases from the date of issuance of such commercial Letter of Credit; and (vii) relevant Issuing Bank shall be under no obligation to issue any without recourse a participation in each Letter of Credit if the issuance of equal to such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usageon the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. During the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 10,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Credit Commitments exceed the Revolving Credit Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the date which is five Business Days prior to the Revolving Credit Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter letter of Creditcredit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the date which is five Business Days prior to the Revolving Credit Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viiy) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if is otherwise unacceptable to the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) days prior to the Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for as the account Borrower may request upon the delivery of Borrower; provideda written request in the form of Exhibit E hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) each no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall be denominated in Dollars; (ii) not exceed the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; Commitment, (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Revolving Commitments exceed the outstanding principal amount of the Revolving Commitments then in effect; Credit Loans, Swing Loans and Letter of Credit Liabilities (iv) after giving effect to such issuance, in no event shall the Letter any requested Letters of Credit Usage Credit) exceed the Letter lesser of Credit Sublimit then the Total Commitment and the Borrowing Base Availability or cause a violation of the covenant set forth in effect; §9.1 or §9.11, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of be available for reinstatement or a subsequent drawing under such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation provided further that prior to issue the IPO Conditions Satisfaction Date the issuance of any Letter of Credit shall be subject to the approval of the Required Lenders. Notwithstanding anything to the contrary in this Agreement, in the event that the IPO Conditions Satisfaction Date has not occurred on or before December 31, 2015 (or such later date if extended in accordance with this Agreement), the issuance Issuing Lender shall, commencing with the first day after the last day by which the IPO Conditions Satisfaction Date is required to occur, if at all, as provided in the definition of IPO Conditions and continuing thereafter, have no further obligation to issue, extend, amend, increase or renew any Letters of Credit, and the Borrower shall have no further right to request the issuance, extension, amendment, increase or renewal of any Letters of Credit, unless the Super-Majority Lenders have approved such matter in their sole and absolute discretion. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that at a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for time when any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any other Lender is a Defaulting Lender, unless the Issuing Bank Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be required executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to issue conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to shall not exceed a period of time commencing on the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share issuance of the Letter of Credit Usageand ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to the Agent and the Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Maturity Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, each Issuing Bank Lender, in reliance on the agreements of the other Lenders set forth in Section 2.3(g), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of Borrowerthe Borrower on any Business Day during the period from and including the Closing Date to the date that is five Business Days prior to the Revolving Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, (i) each provided that no Issuing Lender shall have any obligation to issue any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (or the L/C Obligations in no event shall respect of Letters of Credit issued by such Issuing Lender exceed its maximum L/C Commitment as set forth in the definition thereof), (ii) the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter Extensions of Credit would violate one exceed the Total Revolving Commitments or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if (iii) any Lender is a Defaulting Lender, unless such Issuing Bank Lender has entered into arrangements, including 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 2.20(a)(iii)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall not (i) be required denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to issue the Revolving Termination Date; provided that any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory with a one-year term may provide for the renewal thereof for additional one-year periods as set forth in Section 2.3(d) (which shall in no event extend beyond the date referred to it and Borrower in clause (y) above); provided further that at any time the Revolving Commitments have been extended pursuant to eliminate Issuing Bank’s risk with respect Section 2.1(b), the L/C Obligations shall not exceed the Total Revolving Commitments scheduled to be in effect through the participation in end of any extended Revolving Commitment Period. Letters of Credit of issued under the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Existing Credit Agreement and outstanding on the Letter Closing Date shall continue to constitute Letters of Credit Usagehereunder.

Letters of Credit. During As a portion of the Revolving Commitment Period, line of credit availability up to the Letter of Credit Sublimit (and subject to the Borrowing Base and the other terms and conditions hereofcontained in this Agreement), the Issuing Bank agrees to will issue Letters standby letters of Credit credit for the account of the Borrower (including for the commercial needs of any one or more of the Borrower; provided’s wholly-owned Subsidiaries from time to time in existence, so long as such entity is wholly owned directly or indirectly) from time to time. The expiration of such letters of credit shall be on a Business Day not later than one year after issuance, and further shall not extend beyond the Maturity Date of the line of credit. The expiration date of a letter of credit may not be extended on or after the Maturity Date and no letter of credit may be renewed, replaced or increased on or after the Maturity Date. The Borrower shall pay to the Agent, for disbursement to the Lenders in accordance with Subsection 9.1(a), a fee for each standby letter of credit at the per annum rate equal to the Applicable LIBO Rate Margin then in effect on the maximum amount available to be drawn under the letter of credit for the period from the date of issuance to its expiration date, payable quarterly in arrears on each June 30, September 30, December 31 and March 31 (iand on the Maturity Date). In addition, the Borrower shall pay the Agent as a fronting fee, which the Agent shall retain for its own account as letter of credit Issuing Bank, one-quarter of one percent (0.25%) each on the face amount. The Borrower also shall pay to the Agent, for the account solely of the Issuing Bank, additional amounts customarily charged by the Issuing Bank for the issuance and processing of letters of credit. Each letter of credit shall be issued not later than the close of the Issuing Bank’s business (Central Time) on the third (3rd) Business Day after receipt (including by facsimile pursuant to Section 10.1 hereof) by the Issuing Bank of the Borrower’s written application in substantially the form of the Issuing Bank’s then standard Application for Irrevocable Standby Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each and Letter of Credit Agreement, executed by the Borrower (by any one of the persons designated by the Borrower in writing to the Agent in accordance with the terms of Subsection 2.1(d) below). Such application and agreement shall be Collateral Documents under this Agreement, supplemental to and not be less than $250,000 in replacement of this Agreement and the other Collateral Documents, provided that in the event of a conflict between such application and agreement and this Agreement then this Agreement shall prevail (even if such application or agreement is executed later). In the event such lesser amount as written application is acceptable telecopied to the Issuing Bank; , the Issuing Bank may but need not confirm such application before acting thereupon. The Issuing Bank may rely fully and completely upon the authority of the signatory of such written application and the contents thereof unless such authority is terminated by written notice to the Issuing Bank, and any such termination of authority shall be effective only prospectively. Such letters of credit will be documented on the Issuing Bank’s standard forms. No letter of credit will be issued (iiix) after giving effect to such issuance, in no event shall if the Total Utilization of Revolving Commitments exceed face amount thereof plus the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the aggregate Letter of Credit Usage then outstanding would exceed the Letter of Credit Sublimit then in effect; Sublimit, or (vy) in no event shall any standby if the face amount thereof plus the aggregate Letter of Credit have Usage then outstanding plus the aggregate of all Advances then outstanding would exceed the Commitment Limit. Payment by the Issuing Bank of a draw on a standby letter of credit, if not reimbursed in full on the same day by the Borrower, automatically (notwithstanding the limitation in Subsection 2.1(a) above) shall be an expiration date later than Advance as a part of the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year Loan bearing interest from the date of such draw at the Base Rate. Upon its issuance of any such standby Letter letter of Credit; (vi) in no event credit, the Issuing Bank shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance promptly notify each other Lender of such commercial Letter issuance. Immediately upon the issuance by the Issuing Bank of Credit; and (vii) any letter of credit, the Issuing Bank shall be deemed to have sold and transferred to each other Lender and each such other Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation in such letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. The amount of such other Lender’s participation shall be such other Lender’s prorata portion (i.e., such Lender’s Commitment as compared to the aggregate of the Commitments). In the event that the Issuing Bank makes any payment under any letter of credit and the Borrower shall not have reimbursed such amount in full to the Issuing Bank on the date of such payment, the Issuing Bank shall promptly notify the Agent, which shall promptly notify each other Lender of such failure, and each other Lender shall promptly and unconditionally pay to the Issuing Bank the amount of such other Lender’s prorata portion (i.e., such Lender’s Commitment as compared to the aggregate of the Commitments) of such unreimbursed payment in immediately available funds. If the Agent so notifies, prior to 11:00 a.m. (Central Time) on any Business Day, each Lender shall make such payment on such Business Day. The failure or refusal by any Lender to make reimbursement to the Issuing Bank at the aforesaid time and place in the amount of its portion of such reimbursement shall not relieve any other Lender from its several obligation hereunder to make reimbursement to the Issuing Bank in the amount of such other Lender’s portion of such requested reimbursement (but no Lender shall be responsible for the failure of any Lender to make reimbursement to the Issuing Bank of such other Lender’s portion of such requested reimbursement). If any Lender makes reimbursement to the Issuing Bank of such amount on a date after the aforesaid date for reimbursement, such Lender shall pay to the Issuing Bank on demand an amount computed on the basis set forth in Subsection 2.1(e) above (substituting such reimbursement due date for the Advance Date), which Subsection 2.1(e) shall be fully applicable to such failure. The obligations of the other Lenders to make reimbursement payments to the Issuing Bank with respect to letters of credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever. In determining whether to pay under any letter of credit, the Issuing Bank shall have no obligation relative to issue the other Lenders other than to confirm that any Letter of Credit if the issuance of documents required to be delivered under such Letter of Credit would violate one appear to have been delivered and that they appear to comply on their face with the requirements of such letter of credit. Any action taken or more policies of omitted to be taken by the Issuing Bank applicable to letters under or in connection with any letter of credit generally and if taken or omitted in the absence of gross negligence or willful misconduct shall not solely create for the Issuing Bank any resulting liability to letters the Borrower or any Lender. Letters of credit issuable to Borrower. Subject to issued under the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically Prior Loan Agreement and still outstanding on the Closing Date shall hereafter be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, counted under and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including governed by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagethis Agreement.

Letters of Credit. During In addition, upon the Revolving Commitment Period, terms and subject to the terms conditions of this Agreement, and conditions hereofin reliance upon the representations, Issuing Bank warranties and covenants of the Borrower made herein, the Lender agrees to issue issue, to the extent permitted by law and the Uniform Custom Practices of the International Chamber of Commerce governing Letters of Credit (Publication No. 500 or any successor thereto), one or more Letters of Credit on the application and for the account of the Borrower, during the period from the Closing Date to 30 days prior to the Revolving Credit Maturity Date; providedprovided that the Stated Amount of Letters of Credit outstanding at any time, plus the aggregate amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time (i) each exceed $5,000,000 in the aggregate, or (ii) when added to the then outstanding amount of Revolving Loans at such time, exceed the Revolving Credit Commitment then in effect; and provided, further that at the time the Borrower requests the issuance of a Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such issuanceLetters of Credit shall become immediately due and payable by the Borrower to the Lender and shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans, in no event and, if not paid forthwith, shall, at the option of the Lender, be added to the Loan Account as Revolving Loans and shall the Total Utilization of Revolving Commitments exceed be immediately due and payable upon the Revolving Commitments then in effect; Credit Maturity Date (iv) after giving effect to such issuanceor, in no event shall if earlier, upon acceleration of the Letter Loans). In addition, all Letters of Credit Usage exceed shall, unless the Letter of Credit Sublimit then Lender otherwise agrees in effect; (v) in no event shall any standby Letter of Credit writing, have an a stated expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachand shall, unless Issuing Bank elects in any event, expire not later than 15 days prior to extend for any the Revolving Credit Maturity Date. In order to evidence such additional periodLetters of Credit, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank Borrower shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at enter into, with the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall such agreements and execute such customary instruments and documents as the Lender reasonably requires, including, but not be required to issue any Letter limited to, a letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it credit application and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageagreement.

Letters of Credit. (a) During the Revolving Commitment Availability Period, subject the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d) and 2.22(e), may, in its sole discretion, issue, at the terms and conditions hereofrequest of the Borrower, Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any Subsidiary on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than expire on the earlier of (1) the Revolving Commitment Termination Date and (2A) the date which is one (1) year from after the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than (or in the earlier case of any renewal or extension thereof, one (1) year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date Date; (ii) each Letter of Credit shall be in a stated amount of at least $50,000 (or such lesser amount as agreed by the Issuing Bank in its sole discretion); and (2iii) the date which is one year from the date of issuance of such commercial Borrower may not request any Letter of Credit; , if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments. Each Lender shall be deemed to, and (vii) hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank shall be under no obligation to issue any without recourse a participation in each Letter of Credit if the issuance of equal to such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit Usage(i) on the Effective Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issued Letter of Credit (including Existing Letters of Credit) shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Issuing Bank Bank, on behalf of the Lenders having a Revolving Loan Commitment, and in reliance on the agreements of such Lenders set forth in Section 2.13(d) hereof, hereby agrees to issue one or more Letters of Credit for up to an aggregate face amount equal to the account Available Letter of BorrowerCredit Commitment determined immediately prior to giving effect to the issuance thereof; provided, however, that the Issuing Bank shall not issue any Letter of Credit (i) each Letter of Credit shall be denominated unless the conditions precedent to the issuance thereof set forth in Dollars; Section 3.3 hereof have been satisfied, (ii) the stated amount of each Letter of Credit shall not if any Default then exists or would be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; caused thereby, (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Available Revolving Commitments exceed the Revolving Commitments then in effect; Loan Commitment would be less than zero or (iv) after giving effect to such issuancewithin thirty (30) days preceding the Maturity Date; and provided further, in however, that at no event time shall the aggregate amount of the Letter of Credit Usage Obligations outstanding hereunder exceed the $50,000,000.00. Each Letter of Credit Sublimit then shall (A) be payable at sight, (B) be denominated in effect; United States dollars, (vC) in expire, (i) with respect to Standby Letters of Credit, no event shall any standby Letter of Credit have an expiration date later than the earlier to occur of (1x) the Revolving Commitment Termination fifth Business Day preceding the Maturity Date and (2y) the date which is one year from the 360 days after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such standby Letter renewal), and (ii) with respect to Commercial Letters of Credit; (vi) in , no event shall any Letter of Credit have an expiration date later than the earlier to occur of (1x) the Revolving Commitment Termination thirtieth day preceding the Maturity Date and (2y) the date which is one year from the 180 days after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such commercial renewal). Each Letter of Credit; Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (vii) 1993 Revision), International Chamber of Commerce Publication No. 500 and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be under no obligation obligated to issue issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the issuance of such Issuing Bank to exceed any limits imposed by, any Applicable Law. If a Letter of Credit would violate one or more policies of provides that it is automatically renewable unless notice is given by the Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit it will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at renewed, the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required bound to issue any give a notice of non-renewal unless directed to do so by Lenders having in the aggregate more than fifty percent (50%) of the Revolving Loan Commitment at least sixty-five (65) days prior to the then scheduled expiration date of such Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to Credit. It is hereby agreed that the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter set forth on Schedule 2 attached hereto are Letters of Credit Usageissued hereunder for all purposes hereunder notwithstanding anything herein that may be construed to the contrary.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of BorrowerBorrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five days prior to the Revolving Commitment Termination second anniversary of the Effective Date (the “Letter of Credit Expiration Date”) and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoingprovided, however, that Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (but in any event, not beyond the Letter of Credit Expiration Date unless Borrower shall, not later than five days preceding the Letter of Credit Expiration Date, Cash collateralize in accordance with Section 2.4(i), on terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to the Letter of Credit Usage with respect to any Letters of Credit having an expiry date later than the Letter of Credit Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrower shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such Cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to Borrower by Issuing Bank after the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in such Cash collateral account shall be held and applied by Administrative Agent in the manner and for the purposes set forth in Section 2.4(d)), unless Issuing Bank elects not to extend for any such additional period; provided, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of the Defaulting Lender, including by cash Cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue or amend Letters of Credit for the account of Borrower or its Subsidiaries (provided that Borrower is an obligor on the Letter of Credit Application submitted to the Issuing Bank in connection with any such Letter of Credit to be issued for the account of any of Borrower’s Subsidiaries), or to amend or extend Letters of Credit previously issued by it, in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollarsan Agreed Currency; (ii) the initial stated amount of each Letter of Credit shall not be less than $250,000 (or its equivalent in any other Agreed Currency) or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; or (y) be issued if such standby Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is one year 180 days from the date of issuance of such commercial Letter of Credit; and Credit or (viiy) Issuing Bank shall be under no obligation to issue any issued if such commercial Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of is otherwise unacceptable to Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrowerin its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies period by giving prior notice (“Non-Extension Notice”) to the beneficiary thereof 30 days in advance that not later than a day prior to such standby Letter date of Credit will not be so extendedexpiration; provided that provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at seven (7) Business Days before the time Issuing Bank must elect to allow such extensionNon-Extension Notice date; provided, further, that if any Lender is in the event a Defaulting LenderFunding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage; provided, further, Issuing Bank shall not be under any obligation to issue any Letter of Credit if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it or (y) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of Borrowerthe Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, provided that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $250,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Revolving Commitments Outstandings exceed the Aggregate Revolving Commitments then in effect; Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment or (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, foregoing (other than clause (iv)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, provided further that if in the event that any Lender is at such time a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to the Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Revolving Commitment Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the Borrower may request, in accordance with the provisions of this Section 1.13, that one or more Issuing Bank agrees to Banks issue Letters of Credit for the account of the Borrower; provided, provided that (i) each the Borrower shall not request that an Issuing Bank issue any Letter of Credit and an Issuing Bank shall be denominated in Dollars; (ii) the stated amount of each not issue any Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) Credit, if, after giving effect to such issuanceissuance the sum of (a) the then outstanding Letters of Credit Usage, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the issuance of all Letters of Credit subject to outstanding requests for issuance of a Letter of Credit Usage Credit, plus (b) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the making of all Revolving Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the Letter lesser of Credit Sublimit the Borrower's Borrowing Base as shown in the Borrowing Base Certificate that was last required to be delivered pursuant to Section 6.01 or the Total Revolving Loan Commitment then in effect; , (vii) in no event shall any standby Issuing Bank issue (w) any Letter of Credit have having an expiration date later than thirty (30) Business Days prior to the earlier of (1) the Final Revolving Commitment Termination Loan Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall after giving effect to any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance possible renewal of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject pursuant to the foregoingproviso of the following clause (ii)(x), Issuing Bank may agree that a standby The issuance of any Letter of Credit will automatically in accordance with the provisions of this Section 1.13 shall be extended for one or more successive periods not given effect in the calculation of the aggregate principal amount of Revolving Loans outstanding and the Letters of Credit Usage and shall require the satisfaction of each condition set forth in Sections 4.02 and 4.03; provided that the Borrower shall pay interest, charges and commissions on such issued Letters of Credit only pursuant to exceed one year eachthis Section 1.13. Immediately upon the issuance of each Letter of Credit, unless each Bank other than the Issuing Bank elects not to extend for any such additional periodor Banks shall be deemed to, and so notifies hereby agrees to, have irrevocably purchased from the beneficiary thereof 30 days Issuing Bank a participation (such participation of each Bank in advance that such standby each Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any being hereinafter referred to as its "Letter of Credit Participation") in such Letter of Credit if it has received written notice and each drawing thereunder in an amount equal to such Bank's pro rata share (determined on the basis of such Bank's Revolving Loan Commitment) of the maximum amount which is or at any time may become available to be drawn thereunder. Each Letter of Credit may provide that the Issuing Bank may (but shall not be required to) pay the beneficiary thereof upon the occurrence of an Event of Default has occurred and the acceleration of the maturity of the Loans or, if payment is continuing at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect then due to the participation beneficiary, provide for the deposit of funds in Letters of Credit of an account to secure payment to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Usageif conditions to such payment are satisfied or returned to the Issuing Bank for distribution to the Banks (or, if all Obligations shall have been indefeasibly paid in full, to the Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by an Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Bank under the related Letter of Credit.

Letters of Credit. During the Revolving Commitment PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit Credit”), for the account of Borrower; provided, the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the aggregate of the Unused Revolving Credit Commitments of the Lenders at such time, provided that such obligation of the Issuing Banks shall be contingent on no Lender being a Delinquent Lender or such Lender, or its parent holding company, being subject to (1) any bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or (2) any “cease and desist” order from, receivership of, or other operational control of any applicable state or federal regulatory authority (provided that the Issuing Bank may, in its sole discretion, be entitled to waive this condition). All Letters of Credit shall be denominated in Dollars; (ii) the stated amount of each Dollars and shall be issued on a sight basis only. No Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment date that is 60 days before the Termination Date and (2A) in the case of a Standby Letter of Credit, the date which that is one year from after the date of issuance thereof, but may by its terms provide that such expiration date will be automatically extended annually for a period of up to one year on terms acceptable to the Issuing Bank that issues such standby Standby Letter of Credit and (B) in the case of a Trade Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from , 60 days after the date of issuance thereof; provided, however, that the terms of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any each Standby Letter of Credit if that is automatically extendible annually shall not permit the issuance expiration date (after giving effect to any extension) of such Standby Letter of Credit would violate one or more policies of Issuing Bank applicable in any event to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies a date later than 60 days before the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at Termination Date. Within the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share limits of the Letter of Credit UsageFacility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. During (a) Upon the Revolving Commitment Period, terms and subject to the terms conditions of this Agreement, and conditions hereofin reliance upon the representations, warranties and covenants of the Borrowers made herein, each Issuing Bank agrees to issue issue, under the joint responsibilities of the Banks having a Revolving Credit Commitment, to the extent permitted by law and subject to the Uniform Custom Practices of the International Chamber of Commerce governing Letters of Credit (Publication No. 500 or any successor thereto), one or more Letters of Credit on the application of and for the account of Borrowerthe Borrowers, during the period from the Closing Date to 30 days prior to the Revolving Credit Maturity Date; provided that the Stated Amount of Letters of Credit outstanding at any time, plus the aggregate amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time exceed the L/C Availability in effect at such time; and provided, further that at the time the Borrowers request the issuance of a Letter of Credit and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Borrowers to the Issuing Bank, for the ratable accounts of the Administrative Agent and the Banks having a Revolving Credit Commitment, and shall bear interest at the rate then applicable to Revolving Credit Loans that are Base Rate Loans, and, if not paid forthwith, shall, (i) each Letter of if there is Availability, be added to the Loan Account as Revolving Credit Loans and shall be denominated in Dollars; immediately due and payable upon the Revolving Credit Maturity Date (or, if earlier, upon acceleration of the Loans), and (ii) the stated amount of each Letter of Credit shall not if there is insufficient Availability, be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuanceimmediately due and payable, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing bearing interest until paid at the time Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation rate set forth in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageSection 2.14.