Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the Availability Periodother terms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections time on any Business Day during the period from the Closing Date to the date that is thirty (d30) and (e) days prior to the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of the a Borrower or any other Loan Party or Restricted Subsidiary 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond may be for the date set forth benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in clause accordance with Section 2.03(b), and (B2) below) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension, (5x) Business Days prior the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Borrowers’ ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as fully revolving, and accordingly each Borrower may, during the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the each Issuing BankBank agrees, in reliance upon the agreements of the other Lenders pursuant Banks set forth in Section 2.20, (A) from time to subsections (d) and (e) of this Section, will issue, at time on any Domestic Business Day during the request of period from the Borrower, Letters Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Banks severally agree to participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthL/C Borrowings thereunder; provided that (i) each after giving effect to any L/C Credit Extension with respect to any Letter of Credit shall expire on the earlier of Credit, (A1) the date one year after the date sum of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and aggregate principal amount of Revolving Loans of any Bank, plus (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving LenderBank’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit on Sublimit and (3) the date Outstanding Amount of issuanceall L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank. Each request by the Borrower for the issuance of a of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability terms and conditions hereof, the Borrower may request any Fronting Bank, from time to time during the Revolving Commitment Period, to issue, and subject to the Issuing Bankterms and conditions contained herein, each Fronting Bank agrees, in reliance upon on the agreements of the other Lenders pursuant set forth in Section 2.5(e), to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower Borrower, one or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthmore Letters of Credit; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each no Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, issued if after giving effect to such issuance, (A) the aggregate LC Exposure Letter of Credit Outstandings would exceed the LC Commitment or L/C Commitment, (B) the aggregate Aggregate Revolving Credit Exposure of all Lenders Outstandings would exceed the Aggregate Total Revolving Commitment, (C) any Lender is at such time a Defaulting Lender, unless the applicable Fronting Bank has received (as set forth in Section 2.5(g) below) Cash Collateral or similar security satisfactory to such Fronting Bank (in its sole discretion) from either such Defaulting Lender or the Borrower, such Defaulting Lender’s Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from Percentage of the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Outstandings has been reallocated pursuant to Section 2.5(g) below in respect of such Revolving Defaulting Lender’s Pro Rata Share of obligation to fund under Section 2.5(f) or other arrangements have been entered into that are satisfactory to the aggregate amount available to be drawn under Borrower and such Fronting Bank (in its sole discretion), or (D) the Letter of Credit on Outstandings for any particular Fronting Bank would exceed the date Fronting Bank Sublimit of issuance. Each issuance of a such Fronting Bank and (ii) no Letter of Credit shall be deemed to utilize issued if the Revolving Commitment applicable Fronting Bank shall have received notice from the Administrative Agent or the Required Lenders (and a copy of each Lender by an amount equal such notice shall be delivered to the amount of Borrower) that the conditions to such participationissuance have not been met.

Letters of Credit. (a) During Subject to and upon the Availability Periodterms and conditions set forth herein, (i) Letters of Credit may be issued on the Effective Date in order to backstop or replace existing letters of credit issued under facilities no longer available to the Borrowers as of the Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, at any time and from time to time after the Effective Date and prior to the 30th day prior to the Final Maturity Date, for the joint and several account of the Borrowers and for the benefit of (A) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the Issuing Bank“Letters of Credit”) (provided, in reliance upon that without limiting the agreements joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may name only one or more Borrowers as the account party therein). All Letters of Credit shall be issued on a sight basis only. The Borrowers, the other Lenders pursuant to subsections (d) Credit Parties and (e) the Lender hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Section, will issue, Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary Borrowers on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationEffective Date.

Letters of Credit. On and after the Funding Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Dollar Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) issue Letters of this SectionCredit denominated in Dollars or in one or more Alternative Currencies, will issue, at for the request account of the BorrowerBorrower (or for the account of any member of the Consolidated Group or BCV, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or any other Loan Party or Restricted Subsidiary on extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) the Dollar Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit issued hereunder in an amount equal to such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $3,500,000. Subject to the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on hereof, 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option Borrower’s ability to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit on may be used to support the date of issuanceIAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Funding Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to Section 4.03 and all of the Availability Periodother terms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Distribution Date to the date that is 30 days prior to the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower or any other Loan Party or Restricted Subsidiary 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond may be for the date set forth benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in clause accordance with Section 2.03(b), and (B2) below) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date that is five of such L/C Credit Extension, (5x) Business Days prior the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Alternative Currency Exposures (excluding those in respect of Letters of Credit denominated in a Permitted Additional L/C Currency) would exceed the Alternative Currency Sublimit. Letters of Credit denominated in a Permitted Additional L/C Currency shall be subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped provisions set forth in a manner reasonably acceptable Section 2.03(p). Within the foregoing limits, and subject to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable and conditions hereof, the Borrower’s ability to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Initial Revolving Credit Lenders pursuant set forth in this Section 2.04, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or an Alternate Currency for the account of the Borrower and to amend or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter renew Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.04(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drafts under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that no L/C Issuer shall be obligated to issue any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension or after giving effect thereto, (5w) Business Days prior the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Revolving Outstandings of any Lender under the Initial Revolving Credit Facility would exceed such Lender’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). Within the foregoing limits, and subject to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable and conditions hereof, the Borrower’s ability to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond may be for the date set forth benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in clause accordance with Section 2.03(b), and (B2) below) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension, (5x) Business Days prior the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Borrower’s ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the each Issuing BankBank agrees, in reliance upon the agreements of the other Lenders pursuant Banks set forth in Section 2.20, (A) from time to subsections (d) and (e) of this Section, will issue, at time on any Domestic Business Day during the request of period from the Borrower, Letters Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Banks severally agree to participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthL/C Borrowings thereunder; provided that (i) each after giving effect to any L/C Credit Extension with respect to any Letter of Credit shall expire on the earlier of Credit, (A1) the date one year after the date sum of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and aggregate principal amount of Revolving Loans of any Bank, plus (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving LenderBank’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit on Sublimit and (3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2019 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date of issuancethat is no later than five Domestic Business Days prior to the 2019 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of a of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or on any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (orBusiness Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or extend Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drafts under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of Revolving Commitment Percentage thereof; provided, that (A) the aggregate principal amount available of L/C Obligations shall not exceed an amount equal to TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be drawn under adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (C) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Credit on Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the date of issuance. Each issuance of a Letter terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the Availability Periodother terms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections time on any Business Day during the period from the Closing Date to the date that is thirty (d30) and (e) days prior to the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of the Borrower or any other Loan Party or Restricted Subsidiary 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond may be for the date set forth benefit of the Borrower or any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in clause accordance with Section 2.03(b), and (B2) below) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $5 million; provided, that in the event Deutsche Bank AG New York Branch is five (5) Business Days prior an L/C Issuer, Deutsche Bank AG New York Branch shall only be obligated to issue standby Letters of Credit in accordance with the terms hereof. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Borrower’s ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or on any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (orBusiness Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or renew Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drafts under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect equal to such issuanceLender’s Revolving Commitment Percentage thereof; provided, that (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed an amount equal to FORTY MILLION DOLLARS ($40,000,000) (as such amount may be adjusted in accordance with the LC Commitment or provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure Obligations shall not exceed the lesser of all Lenders would exceed (x) the Aggregate Revolving Committed Amount and (y) the Availability Amount for such date, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrower’s ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Until the Availability PeriodCommitment Termination Date, the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to subsections (d) and (e) of this SectionSection 2.6(d), will agrees to issue, at the request of the BorrowerCompany, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary Borrowers 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, or in the case of any renewal or extension thereof (which may occur automatically)thereof, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) belowextension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in except pursuant to a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to clause whereby the Issuing Bank is entitled to terminate the Letter of Credit on an annual basis by giving prior written notice to the applicable letters beneficiary thereof in accordance with the written terms of credit into a future credit facility)); such Letter of Credit): (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree)50,000; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountCommitments then in effect, or (c) the outstanding Borrowing Base Obligations would exceed the Borrowing Base. Each Upon the issuance of each Letter of Credit each Revolving Credit Lender shall be deemed to have purchasedto, and hereby irrevocably and unconditionally purchases agrees to, purchase from the relevant Issuing Bank without recourse a participation in each such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Share Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Credit Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to Section 2.14, during the Availability Commitment Period, the Issuing Bank(i) each L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of either (x) so long as Parent remains a Guarantor, Parent or any of its Subsidiaries or (y) if Parent ceases to be a Guarantor, the Borrower or any other Loan Party or Restricted Subsidiary on member of the terms and conditions hereinafter 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 (orConsolidated Group, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or extend Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including honor drawings under Letters of Credit issued by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility))it; and (ii) the Revolving Lenders severally agree to purchase from each Letter L/C Issuer a participation interest in Letters of Credit shall be issued by it hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed the aggregate amount available L/C Sublimit, (B) the Outstanding Amount of Revolving Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (C) with regard to be drawn under the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (E) with regard to each L/C Issuer individually, the Outstanding Amount of L/C Obligations with respect to Letters of Credit on issued by such L/C Issuer shall not exceed its respective L/C Fronting Sublimit. Subject to the date of issuance. Each issuance of a Letter terms and conditions hereof, Parent’s or the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly Parent or the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions of this Agreement, the Issuing BankLender, in reliance upon the agreements on behalf of the other Lenders pursuant Revolving Loan Lenders, agrees to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Revolving Loan Termination Date one or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that more letters of credit (i) each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount. The existing letters of credit listed on Schedule 2.4(a) issued by KeyBank in its capacity as “Agent” under the Existing Credit Agreement (the “Prior Agent”) shall expire on be deemed to be Letters of Credit issued hereunder and the earlier Prior Agent and the Revolving Loan Lenders shall have the same rights and obligations with respect to such Letters of (A) Credit as the date one year Issuing Lender and Revolving Loan Lenders would have if such Letters of Credit had been issued after the date of issuance of such Letter of Credit (orhereof. Notwithstanding anything to the contrary contained in this Section 2.4., in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option Lender shall not be obligated to prevent such renewal issue, amend, extend, renew or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend increase any Letter of Credit beyond at a time when any other Revolving Loan Lender is a Defaulting Lender, unless the date set forth in clause (B) below) and (B) Issuing Lender is satisfied that the date that is five (5) Business Days prior participation therein will otherwise be fully allocated to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable Loan Lenders that are not Non-Defaulting Lenders consistent with Section 3.11.(c) and such Defaulting Lender shall have no participation therein, except to the applicable extent the Issuing Bank (including by “grandfathering” on terms reasonably acceptable Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank of Lender in it good faith determination to eliminate the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Fronting Exposure with respect to any such Defaulting Lender, including the delivery of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationcash collateral.

Letters of Credit. (ai) During Each Issuing Bank agrees, on the Availability Period, the Issuing Bankterms and conditions hereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Agreement, to subsections issue one or more letters of credit denominated in Dollars in the form of (dx) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (ey) standby letters of this Section, will issue, at the request credit issued for any other lawful purposes of the BorrowerBorrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each in which case such Letter of Credit shall expire on be deemed issued for the earlier joint and several account 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank have Bank, at any time and from time to time during the option to prevent such renewal or extension applicable Availability Period and prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days days prior to the Revolving Commitment latest Termination Date in an aggregate Available Amount (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable i) for all Letters of Credit issued by each Issuing Bank (including by “grandfathering” on terms reasonably acceptable not to exceed at any time the Issuing Bank lesser of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or Letter of Credit Facility at such time and (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant such Issuing Bank without recourse a participation in each Bank’s Letter of Credit equal to Commitment at such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under time and (ii) for each such Letter of Credit on not to exceed an amount equal to the date Unused Revolving Credit Commitments of issuance. Each the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been so extended. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. 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, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory 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. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.01(c) shall be deemed to utilize issued under this Agreement from and after the Revolving Commitment of each Lender by an amount equal to the amount of such participationEffective Date.

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the each Issuing BankBank agrees, in reliance upon the agreements of the other Lenders pursuant Banks set forth in Section 2.20, (A) from time to subsections (d) and (e) of this Section, will issue, at time on any Domestic Business Day during the request of period from the Borrower, Letters Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Banks severally agree to participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthL/C Borrowings thereunder; provided that (i) each after giving effect to any L/C Credit Extension with respect to any Letter of Credit shall expire on the earlier of Credit, (A1) the date one year after the date sum of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and aggregate principal amount of Revolving Loans of any Bank, plus (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving LenderBank’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit on Sublimit and (3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2017 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date of issuancethat is no later than five Domestic Business Days prior to the 2017 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of a of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, no Issuing Bank shall issue any Letter of Credit other than a Standby Letter of Credit.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements Within 15 business days of the other Lenders pursuant date hereof, Buyer shall deliver to subsections (d) and (e) Seller one or more irrevocable letters of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner credit issued by financial institutions reasonably acceptable to Seller (the applicable Issuing Bank "Letters of Credit") providing for drawings in an aggregate principal amount equal to $__________ (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility"LC Amount")); (ii) each Letter . The Letters of Credit shall be returned to Buyer upon the Closing of the Transactions or upon termination of this Agreement for any reason other than the following: (i) Seller's termination of this Agreement pursuant to Section 6.2.4 or 6.2.5, or (ii) Seller's termination of this Agreement pursuant to Section 6.2.1 because the condition precedent set forth in Section 3.2.1 becomes incapable of satisfaction through no fault of Seller after Buyer has had a stated reasonable opportunity to cause such condition precedent to be satisfied. In addition, if Seller terminates this Agreement pursuant to Section 6.2.4 as a result of Buyer's breach of Section 4.1.4 for any reason, Buyer and Seller have mutually agreed that in addition to Seller's right to draw down the full amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter Letters of Credit ifCredit, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender Buyer shall be deemed liable to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by Seller for an additional amount equal to the LC Amount. If Buyer fails to deliver the Letters of Credit within 15 business days of the date hereof, and Seller thereafter terminates this Agreement pursuant to Section 6.2.4 as a result thereof, Buyer shall be liable to Seller for the LC Amount. In the event that Seller terminates this Agreement for any of the foregoing reasons, in view of the difficulty of determining the amount of damages which may result to Seller from such participationfailure to consummate the Transactions, Buyer and Seller have mutually agreed that the proceeds of the Letters of Credit and any other monies payable to Seller in accordance with the foregoing provisions shall be retained by Seller as liquidated damages, and not as a penalty, and this Agreement shall thereafter become null and void except for those provisions which by their terms survive termination of this Agreement. The parties have agreed that the proceeds of the Letters of Credit and such other monies payable to Seller in accordance with the foregoing provisions in such event shall be Seller's exclusive remedy.

Letters of Credit. (ai) During Subject to the Availability Periodterms and conditions set forth herein, (A) on the Closing Date, each Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (B) each LC Issuing BankBank agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.3, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or in Canadian Dollars (subject to the limitations set forth below) for the account of the US Borrower, Canada Borrower or any other their respective Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit Commitment” set forth on Appendix A, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b) below and the applicable LC Issuing Banks shall expire on continue any Existing Letters of Credit, and (2) to honor drawings under the earlier Letters of Credit; and (AC) the date one year after the date of issuance of such Letter Revolving Lenders severally agree to participate in Letters of Credit (orissued for the account of US Borrower or Canada Borrower or their respective Affiliates and any drawings thereunder; provided that, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (BB)(1) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit ifabove, after giving effect to any Credit Extension with respect to any Letter of Credit, (w) solely with respect to Letters of Credit issued in support of obligations of Affiliates of the US Borrower or Canada Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such issuance, (Ax) the aggregate LC Exposure would Total Utilization of Revolving Commitments shall not exceed the LC Commitment or Revolving Commitments then in effect and (By) the aggregate Revolving Credit Exposure of all Lenders would L/C Obligations shall not exceed the Aggregate Revolving Commitment AmountL/C Sublimit then in effect. Each Revolving Lender shall be deemed to have purchasedrequest by US Borrower or Canada Borrower for the issuance, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance amendment or extension of a Letter of Credit shall be deemed to utilize be a representation by US Borrower or Canada Borrower (as applicable) that the Revolving Commitment of each Lender by an amount equal Credit Extension so requested complies with the conditions set forth in clauses (x) and (y). Within the foregoing limits, and subject to the amount terms and conditions hereof, US Borrower’s and Canada Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly US Borrower and Canada Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the L/C Sublimit, the US Borrower or Canada Borrower, and any Revolving Lender, may agree to and amend Appendix A to establish or increase (as the case may be) a commitment to issue Letters of Credit by such participationRevolving Lender, which, for the avoidance of doubt, shall not require the consent of any other Person.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant Subject to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthhereof, the LC Bank shall issue or cause the issuance of Letters of Credit on behalf of the Sellers (and, if applicable, on behalf of, or for the account of, related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller); provided provided, however, that the LC Bank will not be required to issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto the issuance of such Letters of Credit would then cause (A) the sum of (i) the Aggregate Capital plus (ii) the LC Participation Amount to exceed the Purchase Limit or (B) the LC Participation Amount to exceed the aggregate of the LC Amounts of the LC Participants (other than LC Participants who are defaulting Purchasers). Each of the parties hereto acknowledges and agrees that (i) each outstanding and uncancelled letter of credit issued by PNC on behalf of any such Seller (and, if applicable, on behalf of, or for the account of, such related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller) prior to the date hereof (“Existing Letters of Credit”), which such letters of credit are listed on Schedule G hereto, shall be deemed for all purposes of this Agreement and the other Transaction Documents to not be a Letter of Credit issued hereunder, (ii) the letter of credit issued by the LC Bank in favor of PNC pursuant to the Letter of Credit Backstop Agreement in the aggregate face amount set forth therein (the “Replacement Letter of Credit”) shall be deemed for all purposes of this Agreement and the other Transaction Documents to be a Letter of Credit issued hereunder and (iii) each Purchaser’s LC Participation Amount in respect of the Existing Letters of Credit shall instead be deemed to be an LC Participation Amount in the Replacement Letter of Credit. All amounts drawn upon Letters of Credit shall accrue Yield for each day such drawn amounts shall have not been reimbursed in the same manner that Yield accrues for Financial Institutions in accordance with Article IV. Notwithstanding anything herein to the contrary, including any formulas or component definitions set forth therein, if in connection with any replacement of an Existing Letter of Credit, a new Letter of Credit shall expire on be required to be issued hereunder, causing duplicates of such Existing Letter of Credit and/or the earlier Replacement Letter of (A) Credit, for a period of 12 Business Days, to facilitate the date one year after the date of issuance Issuance of such Letter of Credit (or, in and/or the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior corresponding adjustments to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Existing Letters of Credit and/or Replacement Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit ifCredit, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to Participation Amount for such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a newly issued Letter of Credit shall be deemed to utilize the Revolving Commitment be $0 (other than for purposes of each Lender by an amount equal to the amount calculating fees in respect of such participationLetters of Credit).

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or on any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (orBusiness Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or renew Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drafts under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of Revolving Commitment Percentage thereof; provided that (A) the aggregate principal amount available of L/C Obligations shall not exceed an amount equal to be drawn under $25,000,000, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Credit on Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the date of issuance. Each issuance of a Letter terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) subject to the Issuing Bankterms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant to subsections (dset forth in this Section 2.01(b) and Section 2.03 (eA) of this Section, will issue, at the request of the Borrower, to issue Letters of Credit for the account of a Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Revolving Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed ten percent (10%) of the LC Commitment or Aggregate Revolving Committed Amount (the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Credit Exposure Obligations shall not exceed the lesser of all Lenders would exceed (x) the Aggregate Revolving Committed Amount and (y) the Borrowing Base Amount for such date, (C) with regard to each Revolving Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (D) the Total Outstandings shall not exceed the Borrowing Base Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrowers’ ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrowers may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired (or will expire within sixty (60) days) or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party Subsidiary, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the aggregate LC Exposure would Total Outstandings shall not exceed the LC Commitment or Aggregate Commitments, (By) the aggregate Revolving Credit Exposure of all Lenders would any Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bankeach L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.05, to subsections issue Letters of Credit from time to time before the 30th day prior to the Revolving Termination Date for the account, and upon the request, of the Borrower and in support of (di) trade obligations of the Borrower and/or its Subsidiaries, which shall be payable at sight in Dollars (each such letter of credit, a “Trade Letter of Credit” and, collectively, the “Trade Letters of Credit”) and (eii) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account such other obligations of the Borrower or any other Loan Party or Restricted Subsidiary on that are acceptable to the terms and conditions hereinafter set forthRevolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that (i) that, immediately after each Letter of Credit shall expire on the earlier of is issued, (Ai) 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank aggregate amount of the applicable letters of credit into a future credit facility)); L/C Obligations shall not exceed the L/C Sublimit, (ii) each Letter of Credit the Revolving Outstandings shall be in a stated amount of at least $100,000 (or such lesser amount as not exceed the applicable Issuing Bank shall agree); Revolving Committed Amount and (iii) the Borrower may not request any Letter of Credit ifwith respect to each individual Revolving Lender, after giving effect to such issuance, (A) the aggregate LC Exposure would outstanding principal amount of the Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationCommitted Amount.

Letters of Credit. On and after the Closing Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower (or for the account of any other Loan Party member of the Consolidated Group, but in such case, the Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower and the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or Restricted Subsidiary on the terms extend Letters of Credit previously issued hereunder and conditions hereinafter set forth(C) to honor drawings under Letters of Credit; and (y) each Revolving Lender severally agrees to purchase from such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to such Revolving Lender’s Pro Rata Share thereof; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after Outstanding Amount of L/C Obligations shall not exceed $5.0 million (as such amount may be decreased in accordance with the date of issuance of such Letter of Credit (orprovisions hereof, in the case of any renewal or extension thereof (which may occur automatically“L/C Sublimit”), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Termination Date Percentage of Revolving Obligations shall not exceed such Lender’s Revolving Commitment, and (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (iiD) each Letter of Credit no L/C Issuer shall be required to (but, in a stated amount of at least $100,000 (its sole discretion, any L/C Issuer may) issue, amend, extend or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request increase any Letter of Credit if, after giving effect to such issuancethereto, (A) the aggregate LC Exposure there would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases L/C Obligations arising from the relevant Issuing Bank without recourse a participation in each Letter Letters of Credit equal issued by such L/C Issuer in excess of its L/C Commitment. Subject to such Revolving Lenderthe terms and conditions hereof, the Borrower’s Pro Rata Share of the aggregate amount available ability to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. On and after the Amendment No. 6 Effective Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Parent Borrower (or for the account of any other Loan Party or Restricted Subsidiary on member of the terms Consolidated Group, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and conditions hereinafter 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 all drawings under such Letter of Credit (orCredit, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have Parent Borrower acknowledges that the option to prevent such renewal or extension prior issuance of Letters of Credit for the account of members of the Consolidated Group inures to the effectiveness thereof benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each L/C Revolving Lender shall be deemed severally agrees to have purchased, and hereby irrevocably and unconditionally purchases purchase from the relevant Issuing Bank without recourse such L/C Issuer a participation interest in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by issued hereunder in an amount equal to the amount Dollar Equivalent of such participationL/C Revolving Lender’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) [Reserved], (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 6 Effective Date). Subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Periodperiod from and including the Closing Date to, but excluding, five (5) Business Days prior to the Termination Date in respect of the Revolver Facility, the Issuing Bank, in reliance upon as issuing bank for the agreements of the other Lenders pursuant Revolver Lenders, agrees to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit extend credit for the account of the Borrower at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided, however, that the LC Exposure at any other Loan Party or Restricted Subsidiary on one time outstanding shall not exceed the terms and conditions hereinafter set forth; provided that lesser of (i) each Letter the LC Commitment or (ii) the Aggregate Maximum Revolver Amount, as then in effect, minus the sum of (x) the aggregate principal amount of all Revolver Loans then outstanding and (y) all Swingline Loans then outstanding. The Revolver Lenders shall participate in such Letters of Credit according to their respective Percentage Shares of the Revolver Facility. Each of the Letters of Credit shall (i) be issued by the Issuing Bank, (ii) contain such terms and provisions as are reasonably required by the Issuing Bank, (iii) be issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iv) expire on not later than the earlier of (A) the date one year after twelve months from the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior before the Termination Date in respect of the Revolver Facility and (v) be subject to the Revolving Commitment Termination Date (unless Cash Collateralized Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including as determined by “grandfathering” on terms reasonably acceptable to the Issuing Bank and, to the extent not inconsistent therewith, the laws of the applicable letters State of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable New York. The Issuing Bank shall agree); and (iii) the Borrower may not request at any time be obligated to issue any Letter of Credit ifhereunder if such issuance would conflict with, after giving effect to such issuance, (A) or cause the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter or L/C Participants to exceed any limits imposed by, any Governmental Requirement. References herein to “issue” and derivations thereof with respect to Letters of Credit equal to such Revolving Lender’s Pro Rata Share shall also include extensions or modifications of any outstanding Letters of Credit, unless the aggregate amount available to be drawn under such Letter of Credit on the date of issuancecontext otherwise requires. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Closing Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During On the Availability PeriodClosing Date, the Issuing each of Citibank and JPMorgan Chase Bank, N.A., in reliance upon the agreements their respective capacities as issuers of Existing DIP Letters of Credit, shall be deemed, without further action by any party hereto, to have sold to each of the other Lenders pursuant Revolving Credit Lenders, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to subsections have purchased from each of them, a participation (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (ispecified in this Section 2.05) in each Existing DIP 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including issued by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit them equal to such Revolving Credit Lender’s Pro Rata Share Class Percentage thereof. Concurrently with such sale, the participations in the Existing DIP Letters of Credit sold pursuant to the terms of the aggregate amount available DIP Facility to the lenders party thereto shall be drawn under such Letter automatically cancelled without further action by any of the parties hereto. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Existing DIP Letters of Credit on pursuant to this subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the date of issuance. Each issuance occurrence and continuance of a Letter Default or reduction or termination of the Revolving Credit Commitments, and that each payment by a Revolving Credit Lender to acquire such participations shall be made without any offset, abatement, withholding or reduction whatsoever. On the Closing Date, the participations in the Existing Prepetition Letters of Credit sold by the applicable Existing Fronting Bank pursuant to the terms of the Prepetition Credit Agreement to the lenders party thereto shall be deemed to utilize automatically cancelled without further action by any of the Revolving Commitment of each Lender by an amount equal to the amount of such participationparties hereto.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions set forth herein, (i) the Issuing BankBank agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this §3, (A) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Maturity Date, to issue Letters of this Section, will issue, at Credit denominated in Dollars or in one or more Alternative Currencies for the request account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with §3.2 below, and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthdrawings thereunder; provided that (i) each at no time shall the Maximum Drawing Amount of all Letters of Credit outstanding exceed the Letter of Credit Sublimit or, if less, the Total Commitment, and provided further that, at no time shall expire on the earlier sum of (Aa) the date one year after Dollar Equivalent of the date aggregate principal amount of issuance all Syndicated Loans outstanding, plus (b) the aggregate principal amount of such Letter all Swing Line Loans outstanding, plus (c) the aggregate principal amount of Credit all Competitive Bid Loans outstanding, plus (ord) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, in and provided further that, subject to §2.6 hereof, at no time shall the case sum of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and Dollar Equivalent of the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and aggregate principal amount of all Syndicated Loans denominated in Alternative Currencies outstanding plus (y) neither the Issuing Bank nor aggregate Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Each request by the Borrower shall permit any such renewal for the issuance or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on or, with the terms consent of the Administrative Agent, its Subsidiaries, and conditions hereinafter set forth; provided that (i) each Letter to amend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the Availability Periodother terms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections time on any Business Day during the period from the Closing Date to the date that is thirty (d30) and (e) days prior to the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of the a Borrower or any other Loan Party or Restricted Subsidiary 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond may be for the date set forth benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in clause accordance with Section 2.03(b), and (B2) below) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension, (5x) Business Days prior the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Xxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Borrowers’ ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as fully revolving, and accordingly each Borrower may, during the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During On the Availability PeriodClosing Date, SunTrust Bank, as the Issuing BankBank of the Existing Letters of Credit, in reliance upon the agreements of the other Lenders pursuant to subsections (d) Section 2.22(d), agrees to continue the prior issuance of the Existing Letters of Credit on the terms and (e) conditions set forth therein. All Existing Letters of this SectionCredit shall be deemed to have been issued pursuant hereto, will 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, in reliance upon said agreements of the other Lenders pursuant to Section 2.22(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Subsidiary Loan Party or Restricted Subsidiary 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, or in the case of any renewal or extension thereof (which may occur automatically)thereof, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) belowextension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility))Date; (ii) each Letter of Credit shall may be in a any stated amount subject, however, to the provisions of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and clause (iii) hereof; (iii) neither the Borrower nor any Subsidiary Loan Party may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposure Exposures of all Lenders would exceed the Aggregate Revolving Commitment AmountCommitments; and (iv) if at the time of such request any Lender is a Defaulting Lender or any Person that Controls such Lender is a Distressed Person, the Issuing Bank shall have entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential risk with respect to such Lender. Each Revolving Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit set forth on Schedule 2.22), each Lender shall be deemed to have purchasedto, and hereby irrevocably and unconditionally purchases agrees to, purchase from the relevant Issuing Bank without recourse a participation in each such Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. 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. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant under the applicable Revolving Credit Facility set forth in this Section 2.03, to subsections (d) and (e) of this Sectionhonor drawings, will issuepayments or disbursements, at as applicable, under the request of the Borrower, Letters of Credit issued under such Revolving Credit Facility; and (B) (i) with respect to a request for a Letter of Credit (which may include bank guarantees issued in connection with transactions outside of the United States) by the US Borrower or the European Borrower in respect of the Multicurrency RCF Commitments (each such letter of credit, a “Multicurrency RCF Letter of Credit”), the Multicurrency RCF Lenders severally agree to participate in Multicurrency RCF Letters of Credit issued for the account of the US Borrower and for the account of the European Borrower, and any drawings, payments or disbursements, as applicable, thereunder and (ii) with respect to a request for a Letter of Credit by the US Borrower in respect of the US Dollar RCF Commitments (each such letter of credit, a “US Dollar RCF Letter of Credit” and, together with the Multicurrency RCF Letters of Credit, the “Letters of Credit”), the US Dollar RCF Lenders severally agree to participate in US Dollar RCF Letters of Credit issued for the account of the US Borrower, and any other Loan Party drawings, payments or Restricted Subsidiary on the terms and conditions hereinafter set forthdisbursements, as applicable, thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (i) each Letter of the Total Multicurrency RCF Outstandings shall not exceed the Multicurrency Revolving Credit shall expire on the earlier of Facility, (Aii) the date one year after Total US Dollar RCF Outstandings shall not exceed the date US Dollar Revolving Credit Facility, (iii) the aggregate Outstanding Amount of issuance of such Letter of Credit (or, in the case Multicurrency RCF Loans of any renewal or extension thereof Multicurrency RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF Swing Line Loans shall not exceed such Lender’s Multicurrency RCF Commitment, (which may occur automatically)iv) the aggregate Outstanding Amount of the US Dollar RCF Loans of any US Dollar RCF Lender, one year after plus such Lender’s Applicable Percentage of the date Outstanding Amount of all US Dollar RCF L/C Obligations, plus such renewal or extension becomes effective, so long as Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans shall not exceed such Lender’s US Dollar RCF Commitment and (v) the Outstanding Amount of the sum of (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof Multicurrency RCF L/C Obligations and (y) neither the Issuing Bank nor US Dollar RCF L/C Obligations, shall not exceed the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountSublimit. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from request by a Borrower for the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by such Borrower that the Revolving Commitment of each Lender by an amount equal L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrowers may, during the Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon or payments or disbursements made in respect of, as applicable, and reimbursed.

Letters of Credit. (ai) During Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer shall, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Restatement Effective Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one (1) or more Alternative Currencies applicable to such L/C Issuer for the account of the Borrower Company or any other Loan Party or of its Restricted Subsidiary on Subsidiaries in an aggregate amount up to the terms and conditions hereinafter 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 Sublimit, and amend Letters of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Company or its Restricted Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit ifprovided, that, after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Aw) the Total Outstandings shall not exceed the amount of the Facility, (x) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of all L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Sublimit and (z) the Outstanding Amount of the aggregate amount available to be drawn under L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such Letter of Credit on the date of issuanceL/C Issuer. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. Upon notice to Administrative Agent, any Applicable Lender that is an Accelerating Lender may draw on a letter of credit posted for its benefit upon demand to the applicable issuing bank (athe “Requested Draw”) During and upon receipt of any such Requested Draw, apply any such amounts to such Applicable Lender’s Advances (and the Availability PeriodAdvances of all Agented Lenders with respect to such Applicable Lender). If upon receipt of the Requested Draw, the Issuing Bankamount so received is in excess of such Applicable Lender’s (and its Agented Lender’s) Advances (or other Obligations then due and owing such Lenders), pay any such excess amounts to the Administrative Agent to be applied as provided in reliance upon Section 7.03(a) (except that, solely for purposes of applying such excess, the agreements references to “Lenders” in clauses Second, Third and Fourth of such Section 7.03(a) will be deemed to refer to all Lenders other than such Applicable Lender and any Agented Lender with respect to such Applicable Lender, for so long as the Obligations of such Lenders (other Lenders pursuant than such Applicable Lender and any Agented Lender with respect to subsections (dsuch Applicable Lender) and (e) of this Section, will issue, at have not been indefeasibly paid in full). In the request of the Borrower, Letters of Credit for the account of the Borrower or event that any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Applicable Lender is not a named beneficiary to any Eligible Letter of Credit shall expire on because it has become a Lender subsequent to the earlier of (A) the date one year after the issue date of issuance of such Eligible Letter of Credit (or, in or if the case amount of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Eligible Letter of Credit beyond needs to be adjusted in amount as a result of an assignment among Lenders that alters the date set forth in clause (B) below) Pro Rata Basis among Lenders, the Loan Parties and (B) the date that is five (5) Business Days prior assigning Lender shall use commercially reasonable efforts to the Revolving Commitment Termination Date (unless Cash Collateralized replace or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each revise such Eligible Letter of Credit shall to allow such Applicable Lender to be in a stated amount of at least $100,000 named beneficiary thereunder (or to revise the amounts of such lesser amount Eligible Letters of Credit) as soon as practicable after such assignment and until such placements are made, the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving assigning Lender shall be deemed act as Applicable Lender for such Agented Lender with respect to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter any non-replaced or revised letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationcredit.

Letters of Credit. (a) During The Sub-Originator may request that the Availability Period, Purchase Price for Receivables sold on a Sale Date be paid by the Issuing Bank, in reliance upon Buyer procuring the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit by the LC Bank. Upon the request of the Sub-Originator, and on the terms and conditions for issuing Letters of Credit under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to obtain from the SPV one or more Letters of Credit issued by the LC Bank on the Sale Dates specified by the Sub-Originator, on behalf of the SPV (and, if applicable, for the benefit, or for the account of, the Sub-Originator or an Affiliate of the Sub-Originator that is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by the Sub-Originator or such Affiliate of the Sub-Originator, with the consent of the Buyer. The aggregate stated amount of the Letters of Credit being issued on any Sale Date for the benefit of the Sub-Originator or an Affiliate of the Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to the Sub-Originator on the following Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued during the Interest Period (or portion thereof) most recently ended prior to such Payment Date exceeds the aggregate Purchase Price payable by the Buyer to the Sub-Originator on such Payment Date, such excess shall be deemed to utilize be a reduction in the Revolving Commitment Purchase Price payable on the Payment Dates immediately following the date any such Letter of each Lender Credit is issued. In the event that any such Letter of Credit issued pursuant to this Section 3.3 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount or such reduction, as the amount case may be, shall be paid in cash to the Sub-Originator on the next Payment Date. Under no circumstances shall the Sub-Originator (or any Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect of such participationany Letter of Credit.

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the Issuing BankLender agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.4, (A) from time to subsections (d) and (e) of this Sectiontime on any Business Day during the period from the Effective Date until the Termination Date, will issue, at the request of the Borrower, to issue Letters of Credit in Dollars for the account of the either Borrower or any other Loan Party Subsidiary of either Borrower, and to amend or Restricted extend Letters of Credit previously issued by it, in accordance with clause (b) below, and (B) to honor drawings under the Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of either Borrower or any Subsidiary on the terms of either Borrower and conditions hereinafter set forthany drawings thereunder; provided that (i) each after giving effect to any LOC Credit Extension with respect to any Letter of Credit shall expire on the earlier of Credit, (Aw) the date one year after the date aggregate amount of issuance of such Letter outstanding Letters of Credit (orissued by the Issuing Lender shall not exceed its LOC Commitment, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and aggregate Outstanding Amount of all Revolving Obligations shall not exceed the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and aggregate amount of all Revolving Commitments, (y) neither the Issuing Bank nor aggregate Outstanding Amount of the Borrower Revolving Loans of any Lender, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all LOC Obligations, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall permit any not exceed such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) Lender’s Revolving Commitment and (Bz) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank Outstanding Amount of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit LOC Obligations shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountLOC Sublimit. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from request by a Borrower for the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrowers that the LOC Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the Issuing Bankeach L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.05, (A) from time to subsections (d) and (e) time on any Business Day during the period after the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue standby Letters of Credit (which shall denominated in Dollars) for the account, and upon the request, of any Borrower (or jointly for the account of any Borrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its Letters of Credit, and (ii) each Lender severally agrees to participate in Letters of Credit issued for the account of any Borrower or any other Loan Party or Restricted Subsidiary on of its Subsidiaries and any drawing thereunder in accordance with the terms and conditions hereinafter set forthprovisions of clause (e) below; provided that (i) that, immediately after each Letter of Credit shall expire on the earlier of is issued, (Ai) 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank aggregate amount of the applicable letters of credit into a future credit facility)); L/C Obligations shall not exceed the L/C Sublimit, (ii) each Letter of Credit the Revolving Outstandings shall be in a stated amount of at least $100,000 (or such lesser amount as not exceed the applicable Issuing Bank shall agree); Line Cap and (iii) the Borrower may not request any Letter of Credit ifwith respect to each individual Lender, after giving effect to such issuance, (A) the aggregate LC outstanding principal amount of such Lender’s Revolving Loans plus its participation interests in Protective Advance Exposure would plus its Participation Interests in outstanding L/C Obligations shall not exceed the LC Commitment or (B) the aggregate such Lender’s Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountCommitment. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from request by a Borrower or any of its Subsidiaries for the relevant Issuing Bank without recourse a participation issuance or increase in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate stated amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal to Borrowers that the issuance or increase in the stated amount of such participationLetter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) issue Letters of this SectionCredit denominated in Dollars or in one or more Alternative Currencies, will issue, at for the request account of the BorrowerBorrower (or for the account of any member of the Consolidated Group, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower, and the Borrower or any other Loan Party or Restricted Subsidiary on acknowledges that the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on Borrower’s business derives substantial benefits from the earlier of (A) the date one year after the date of issuance business of such Letter members of Credit (orthe Consolidated Group) on any Business Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or extend Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drawings under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage thereof; provided that (1) the Outstanding Amount of L/C Obligations shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (2) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Commitments and (3) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available Outstanding Amount of Revolving Obligations shall not exceed its respective Revolving Commitment. Subject to be drawn under such Letter the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit on shall be fully revolving, and accordingly the date Borrower may obtain Letters of issuanceCredit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in full. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Closing Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions of this Agreement, the Issuing Bank, in reliance upon the agreements Lender agrees to issue letters of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit credit for the account of Borrowers (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") solely with respect to the Borrower Existing Letters of Credit. Notwithstanding anything to the contrary contained herein, in no event shall Issuing Lender or any other Loan Party Lender be required to issue any L/C or Restricted Subsidiary L/C Undertaking (or otherwise advance any credit in respect thereof) after the Closing Date other than with respect to the Existing Letters of Credit, and once any portion of the LC Obligations has been paid or prepaid it may not be reborrowed. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender upon receiving written or telephonic notice of such L/C Disbursement by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the terms and conditions hereinafter set forth; provided date that (i) each Letter such L/C Disbursement is made, provided, that Administrative Borrower has received written or telephonic notice of Credit shall expire such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the earlier of (A) Business Day immediately following the date one year after day that Administrative Borrower receives such notice, pursuant to the date of issuance of such Letter of Credit (orforegoing, and, in the case absence of any renewal or extension thereof (which may occur automatically)such reimbursement, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower L/C Disbursement immediately and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender automatically shall be deemed to be an Obligation hereunder (an "LC Obligation" and, collectively, the "LC Obligations") and, thereafter, shall bear interest at the rate then applicable to Base Rate Loans under Section 2.6 (subject to conversion to LIBOR Rate Loans in accordance with Section 2.13). To the extent an L/C Disbursement is deemed to be an LC Obligation hereunder, Borrowers' obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting LC Obligation. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have purchasedmade payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal then to such Revolving Lender’s Pro Rata Share of Lenders and the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Issuing Lender by an amount equal to the amount of such participationas their interests may appear.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed an amount equal to ten percent (10%) of the LC Commitment or Aggregate Revolving Commitments (as such amount may be adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure Obligations shall not exceed the lesser of all Lenders would exceed (x) the Aggregate Revolving Committed Amount and (y) the Adjusted Borrowing Base Amount for such date, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrower’s ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. In order to enhance the marketability of the Series A Bonds and the Series B Bonds, Company requested that Bank issue an irrevocable standby letter of credit, with Company's reimbursement obligations secured by various parcels of real property owned by Company and Guarantor. Company hereby acknowledges that Bank's appraisers have determined that the value of such parcels is substantially less than the value of the requested letter of credit, but that Bank has agreed to back the Series B Bonds without taking real property security for Company's reimbursement obligations in connection therewith. Company has therefore requested that Bank issue two irrevocable standby letters of credit. The first letter of credit (athe "Series A Letter of Credit") During shall be substantially in the Availability Periodform attached hereto as Exhibit "A" and shall be issued in the face amount of $2,198,596.00, of which an amount not exceeding $2,150,000.00 shall be available to pay the principal amount or purchase price of the Series A Bonds, and an amount not exceeding $48,596.00 shall be available for interest accrued on the Series A Bonds, all as more particularly provided in the Series A Letter of Credit. Company's obligations in connection with the Series A Letter of Credit shall be secured by the Security Documents and the cash collateral held in Reserve Accounts (as defined below). The second letter of credit (the "Series B Letter of Credit") shall be substantially in the form attached to the Series B Reimbursement Agreement as Exhibit "A" and shall be issued in the face amount of $2,505,377.00, of which an amount not exceeding $2,450,000.00 shall be available to pay the principal amount or purchase price of the Series B Bonds, and an amount not exceeding $55,377.00 shall be available for the accrued interest on the Series B Bonds, all as more particularly provided in the Series B Letter of Credit. Company's obligations in connection with the Series B Letter of Credit shall be secured by the cash collateral held in Reserve Accounts. Various rights and obligations of Bank and Company in connection with the Series B Letter of Credit are set forth in the Series B Reimbursement Agreement and the other Related Loan Documents. The Series A Letter of Credit, the Issuing Bank, in reliance upon the agreements Series B Letter of the other Lenders Credit and any successor or substitute letters of credit issued pursuant to subsections (d) and (e) of this Section, will issue, at Agreement are sometimes collectively referred to herein as the request of the Borrower, "Letters of Credit." Bank is willing to issue the Series A Letter of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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, contained in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower this Agreement and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationother Loan Documents.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant L/C Issuer agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any other Loan Party of its Restricted Subsidiaries on any Business Day, (B) to amend or Restricted Subsidiary on extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided that (x) the Outstanding Amount of L/C Obligations shall not exceed $50,000,000 (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (y) the Outstanding Amount of Revolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and (z) with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on hereof, 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option Borrower’s ability to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuanceupon and reimbursed. Each issuance of a Letter Existing Letters of Credit shall be deemed to utilize have been issued hereunder and shall be subject to and governed by the Revolving Commitment of each Lender by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (ai) During Subject to the Availability Periodterms and conditions set forth herein, (A) on the Closing Date, each Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (B) each LC Issuing BankBank agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.3, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or in Canadian Dollars (subject to the limitations set forth below) for the account of the US Borrower or any other its Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit Commitment” set forth on Appendix A, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b) below and the applicable LC Issuing Banks shall expire on continue any Existing Letters of Credit, and (2) to honor drawings under the earlier Letters of Credit; and (AC) the date one year after the date of issuance of such Letter Revolving Lenders severally agree to participate in Letters of Credit (orissued for the account of US Borrower or its Affiliates and any drawings thereunder; provided that, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (BB)(1) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit ifabove, after giving effect to any Credit Extension with respect to any Letter of Credit, (w) solely with respect to Letters of Credit issued in support of obligations of Affiliates of the US Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such issuance, (Ax) the aggregate LC Exposure would Total Utilization of Revolving Commitments shall not exceed the LC Commitment or Revolving Commitments then in effect, (By) the aggregate L/C Obligations shall not exceed the L/C Sublimit then in effect and (z) prior to (or concurrent with) the issuance of any Canadian Dollar Denominated Letter of Credit, US Borrower shall establish the L/C Currency Reserve by posting Cash Collateral with the Administrative Agent either in Canadian Dollars or Canadian Dollar Equivalent of such amount in Dollars equal to five percent (5%) of the stated amount in Canadian Dollars of each Canadian Dollar Denominated Letter of Credit. US Borrower may use the proceeds of a Revolving Credit Exposure Loan for purposes of posting such Cash Collateral; provided that the amount of Cash Collateral so required to be deposited in the L/C Currency Reserve pursuant to clause (z) shall be reduced by the excess undrawn availability (if any) under the Revolving Commitment (and subject further to the L/C Sublimit) to the extent that such availability is in excess of five percent (5%) of the Dollar Equivalent of the stated value of all Lenders would exceed Canadian Dollar Denominated Letters of Credit. The L/C Currency Reserve requirement shall be adjusted on each Revaluation Date and additional reserves shall be contributed (to the Aggregate extent that Revolving Commitment AmountCommitments (subject to the L/C Sublimit) are not then available) or existing Cash Collateral shall be returned, in either case, to the extent of any excess or shortfall based on the Dollar Equivalent of the stated amount of Canadian Dollar Denominated Letters of Credit then in effect. Each Revolving Lender shall be deemed to have purchasedrequest by US Borrower for the issuance, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance amendment or extension of a Letter of Credit shall be deemed to utilize be a representation by US Borrower that the Revolving Commitment of each Lender by an amount equal Credit Extension so requested complies with the conditions set forth in clauses (x), (y) and (z) above. Within the foregoing limits, and subject to the amount terms and conditions hereof, US Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly US Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Canada Borrower may not apply for or otherwise take any action which would result in the issuance of a Letter of Credit.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower and to amend or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter renew Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drafts under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower; (ii) each provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit Credit, and no Lender shall be obligated to participate in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, if as of the date of such L/C Credit Extension or after giving effect to such issuancethereto, (Ax) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Total Revolving Credit Exposure of all Lenders Outstandings would exceed the Aggregate Revolving Commitment Amount. Each Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Lender shall be deemed to have purchasedCredit Loans of any Lender, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit on Sublimit. Within the date of issuance. Each issuance of a Letter foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit (as defined in the Original Credit Agreement) outstanding on the Effective Date shall be deemed to utilize the Revolving Commitment be Letters of each Lender by an amount equal to the amount of such participationCredit under this Agreement.

Letters of Credit. (a) During Subject to and upon the Availability Periodterms and ----------------- conditions herein set forth, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will Borrower may request that any Facing Agent issue, at any time and from time to time on and after the request of Restatement Effective Date, and prior to the Borrower30/th/ Business Day preceding the Revolving Loan Maturity Date, Letters of Credit (x) for the account of the Borrower and for the benefit of any holder (or any trustee, agent or other Loan Party similar representative for any such holder) of LC Supportable Indebtedness of the Borrower or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that any of its Subsidiaries, an irrevocable standby letter of credit, in a form customarily used by such Facing Agent, or in such other form as has been approved by such Facing Agent (i) each such standby letter of credit, a "Standby Letter of Credit shall expire on the earlier of (ACredit") the date one year after the date of issuance in support of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof ------------------------ LC Supportable Indebtedness and (y) neither for the Issuing Bank nor account of the Borrower shall permit and in support of trade obligations of the Borrower or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used by such renewal Facing Agent or extension to extend any in such other form as has been approved by such Facing Agent (each such letter of credit, a "Commercial Letter of Credit"; and each such Commercial --------------------------- Letter of Credit beyond the date set forth and each Standby Letter of Credit, a "Letter of Credit"), in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank ---------------- support of commercial transactions of the applicable letters of credit into a future credit facility))Borrower and its Subsidiaries; (ii) each provided, however, no Letter of Credit shall be in a stated amount issued the Stated Amount of at least $100,000 -------- ------- which, when added to the L/C Obligations (or such lesser amount as exclusive of Unpaid Drawings relating to Letters of Credit which are repaid on the applicable Issuing Bank shall agree); date of, and (iii) prior to the Borrower may not request any issuance of, the respective Letter of Credit if, after giving effect at such time) would exceed either (x) $15,000,000 or (y) when added to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure principal amount of all Lenders would exceed Revolving Loans and Swing Line Loans then outstanding, the Aggregate Adjusted Total Revolving Loan Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to at such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationtime.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance Subject to and upon the agreements terms and conditions herein set forth, Borrower may request a Letter of the other Lenders pursuant Credit Issuer to subsections (d) and (e) of this Section, will issue, at any time and from time to time on and after the request of Initial Borrowing Date and prior to the BorrowerMaturity Date, Letters and subject to and upon the terms and conditions herein set forth, such Letter of Credit Issuer agrees to issue from time to time, (x) for the account of Borrower and for the benefit of any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of Borrower or any Subsidiary, an irrevocable sight standby letter of credit, in a form customarily used by such Letter of Credit Issuer or in such other Loan Party form as has been approved by such Letter of Credit Issuer (each such standby letter of credit, a "STANDBY LETTER OF CREDIT") in support of such L/C Supportable Obligations and/or (y) for the account of Borrower and for the benefit of sellers of goods or Restricted Subsidiary on materials to Borrower or any Subsidiary, an irrevocable sight letter of credit in a form customarily used by such Letter of Credit Issuer or in such other form as has been approved by such Letter of Credit Issuer (each such letter of credit, a "TRADE LETTER OF CREDIT", and each such Trade Letter of Credit and each Standby Letter of Credit, a "LETTER OF CREDIT") in support of commercial transactions of Borrower or any Subsidiary. (b) Notwithstanding the terms and conditions hereinafter set forth; provided that foregoing, (i) each no Letter of Credit shall expire be issued, the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the earlier date of, and prior to the issuance of, the respective Letter of Credit) at such time, would exceed either (Ax) $25,000,000 or (y) when added to the aggregate principal amount of all Loans made by Non-Defaulting Banks then outstanding, the Adjusted Total Commitment at such time; (ii) each Standby Letter of Credit shall have an expiry date occurring not later than one year after the such Standby Letter of Credit's date of issuance of such although any Standby Letter of Credit (ormay be extendable for successive periods of up to 12 months, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit but not beyond the date set forth in clause (B) below) and (B) Business Day next preceding the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” Maturity Date, on terms reasonably acceptable to the Issuing Bank respective Letter of Credit Issuer and in no event shall any Standby Letter of Credit have an expiry date occurring later than the applicable letters of credit into a future credit facility))Business Day immediately preceding the Maturity Date; and (iiiii) each Letter of Credit shall be denominated in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree)Dollars; and (iiiiv) each Trade Letter of Credit shall have an expiry date occurring not later than the earlier of (x) the Borrower may not request 30th day prior to the Maturity Date and (y) the date which is 180 days from the date of issuance of such Trade Letter of Credit, on terms acceptable to the respective Letter of Credit Issuer. (c) To the extent that any provision of any application for any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment is inconsistent with or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal addition to the amount terms of such participation.this Agreement, the terms of this Agreement shall control. 2.02

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party its Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant Banks set forth in this Section 2.09, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Effective Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or an Approved Alternate Currency for the account of API, the Borrower or any other Loan Party the Restricted Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter renew Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.09(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the Banks severally agree to participate in Letters of Credit issued pursuant to this Section 2.09 for the account of API, the Borrower or the Restricted Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Bank shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings shall not exceed the Total Commitment, (x) the Credit Exposure of any Bank would exceed such Bank’s Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) such L/C Issuer’s L/C Obligations would exceed such L/C Issuer’s L/C Commitment; provided that is five (5) Business Days prior any L/C Issuer may, following a request from the Borrower, each in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s L/C Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Borrower’s ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, terminated or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.:

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant under the applicable Revolving Credit Facility set forth in this Section 2.03, to subsections (d) and (e) of this Sectionhonor drawings, will issuepayments or disbursements, at as applicable, under the request of the Borrower, Letters of Credit issued under such Revolving Credit Facility; and (B) (i) with respect to a request for a Letter of Credit (which may include bank guarantees issued in connection with transactions outside of the United States) by the US Borrower or the European Borrower in respect of the Multicurrency RCF Commitments (each such letter of credit, a “Multicurrency RCF Letter of Credit”), the Multicurrency RCF Lenders severally agree to participate in Multicurrency RCF Letters of Credit issued for the account of the US Borrower and for the account of the European Borrower, and any drawings, payments or disbursements, as applicable, thereunder and (ii) with respect to a request for a Letter of Credit by the US Borrower in respect of the US Dollar RCF Commitments (each such letter of credit, a “US Dollar RCF Letter of Credit” and, together with the Multicurrency RCF Letters of Credit, the “Letters of Credit”), the US Dollar RCF Lenders severally agree to participate in US Dollar RCF Letters of Credit issued for the account of the US Borrower, and any other Loan Party drawings, payments or Restricted Subsidiary on the terms and conditions hereinafter set forthdisbursements, as applicable, thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (i) each Letter of the Total Multicurrency RCF Outstandings shall not exceed the Multicurrency Revolving Credit shall expire on the earlier of Facility, (Aii) the date one year after Total US Dollar RCF Outstandings shall not exceed the date US Dollar Revolving Credit Facility, (iii) the aggregate Outstanding Amount of issuance of such Letter of Credit (or, in the case Multicurrency RCF Loans of any renewal or extension thereof Multicurrency RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF Swing Line Loans shall not exceed such Lender’s Multicurrency RCF Commitment, (which may occur automatically)iv) the aggregate Outstanding Amount of the US Dollar RCF Loans of any US Dollar RCF Lender, one year after plus such Lender’s Applicable Percentage of the date Outstanding Amount of all US Dollar RCF L/C Obligations, plus such renewal or extension becomes effective, so long as Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans shall not exceed such Lender’s US Dollar RCF Commitment and (v) the Outstanding Amount of the sum of (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof Multicurrency RCF L/C Obligations and (y) neither the Issuing Bank nor US Dollar RCF L/C Obligations, shall not exceed the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountSublimit. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from request by a Borrower for the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by such Borrower that the Revolving Commitment of each Lender by an amount equal L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrowers may on or after the Acquisition Funding Date, during the Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon or payments or disbursements made in respect of, as applicable, and reimbursed.

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or on any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (orBusiness Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or renew Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drafts under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of Revolving Commitment Percentage thereof; provided that (A) the aggregate principal amount available of L/C Obligations shall not exceed an amount equal to be drawn under $25,000,000, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Credit on Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the date of issuance. Each issuance of a Letter terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participation.Credit that have expired or that have been drawn upon and reimbursed. 45

Letters of Credit. (ai) During Each Issuing Bank agrees, on the Availability Period, the Issuing Bankterms and conditions hereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Agreement, to subsections issue one or more letters of credit denominated in Dollars in the form of (dx) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (ey) standby letters of this Section, will issue, at the request credit issued for any other lawful purposes of the BorrowerBorrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each in which case such Letter of Credit shall expire on be deemed issued for the earlier joint and several account 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank have Bank, at any time and from time to time during the option to prevent such renewal or extension applicable Availability Period and prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days days prior to the Revolving Commitment latest Termination Date in an aggregate Available Amount (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable i) for all Letters of Credit issued by each Issuing Bank (including by “grandfathering” on terms reasonably acceptable not to exceed at any time the Issuing Bank lesser of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or Letter of Credit Facility at such time and (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant such Issuing Bank without recourse a participation in each Bank’s Letter of Credit equal to Commitment at such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under time and (ii) for each such Letter of Credit on not to exceed an amount equal to the date Unused Revolving Credit Commitments of issuance. Each the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been so extended; provided further, that Royal Bank of Canada and its affiliates shall not be obligated to issue Trade Letters of Credit. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. 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, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory 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. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.01(c) (each, an “Existing Letter of Credit”) shall be deemed to utilize issued under this Agreement from and after the Revolving Commitment of each Lender by an amount equal to the amount of such participationEffective Date.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any other Loan Party its Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. On and after the Amendment No. 23 Effective Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Parent Borrower (or for the account of any other Loan Party or Restricted Subsidiary on member of the terms Consolidated Group, but in such case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and conditions hereinafter 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 all drawings under such Letter of Credit (orCredit, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have Parent Borrower acknowledges that the option to prevent such renewal or extension prior issuance of Letters of Credit for the account of members of the Consolidated Group inures to the effectiveness thereof benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each L/C Revolving Lender shall be deemed severally agrees to have purchased, and hereby irrevocably and unconditionally purchases purchase from the relevant Issuing Bank without recourse such L/C Issuer a participation interest in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by issued hereunder in an amount equal to the amount Dollar Equivalent of such participationL/C Revolving Lender’’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150.0 MILLION) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. 3 Effective Date). Subject to the terms and conditions hereof, the Parent Borrower’’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.04, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the earlier to occur of this Sectionthe Letter of Credit Expiration Date or the termination of the Availability Period, will issue, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies at the request of the Borrower, Letters of Credit Borrower Agent for the account of the Company, any other Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter to amend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof accordance with subsection (which may occur automatically)b) below, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drafts under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Company, any other Borrower or any Restricted Subsidiary and any drawings thereunder; (ii) each Letter of provided that the L/C Issuer shall not be obligated to make any L/C Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit if, after giving effect to such issuanceExtension, (A) the aggregate LC Exposure Total Outstandings would exceed the LC Commitment or Aggregate Commitments, (B) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of all Lenders would exceed the Aggregate any Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchasedLender, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (C) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit on the date of issuanceSublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower Agent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such participation.requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the L/C Issuer have approved such expiry date; 49 119482860_14 #193013499_v7

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter to amend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Aw) the sum of the Multicurrency Revolving Extensions of Credit shall not exceed the Multicurrency Sublimit, (x) the Total Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Dollar Tranche Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars for the account of Borrower on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Dollar Tranche Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Tranche Lender’s Revolving Commitment Percentage thereof; provided provided, that (i) each Letter the aggregate principal amount of Credit L/C Obligations shall expire on not exceed an amount equal to the earlier lesser of (A) the date one year after the date of issuance of such Letter of Credit TWENTY-FIVE MILLION DOLLARS (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below$25,000,000) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank undrawn portion of the applicable letters of credit into a future credit facilityAggregate Dollar Tranche Commitments (as such amount may be adjusted in accordance with the provisions hereof, the “L/C Committed Amount”)); , (ii) with regard to the Dollar Tranche Lenders collectively, the aggregate Outstanding Amount of Dollar Tranche Obligations shall not exceed the Aggregate Dollar Tranche Commitments and (iii) with regard to each Letter Dollar Tranche Lender individually, such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage of Dollar Tranche Obligations shall not exceed its respective Dollar Tranche Committed Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During On the Availability PeriodClosing Date, Bank of America, N.A., as the Issuing BankBank under the Existing Letters of Credit, in reliance upon the agreements of the other Lenders pursuant to subsections (d) Section 2.22(d), agrees to continue ------------ - the prior issuance of such Existing Letters of Credit on the terms and (e) conditions set forth therein. Thereafter during the Availability Period, the Issuing Bank, in reliance upon said agreements of this Sectionthe other Lenders pursuant to Section 2.22(d), will agrees to issue, at the request of the Borrower, Letters of ------------ - Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary 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, or in the case of any renewal or extension thereof (which may occur automatically)thereof, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) belowextension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility))Date; (ii) each Letter of Credit shall may be in a any stated amount subject, however, to the provisions of at least $100,000 clause (or such lesser amount as the applicable Issuing Bank shall agree)iii) hereof; and (iii) the ------- ------- Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposure Exposures of all Lenders would exceed the Aggregate Revolving Commitment AmountCommitments. Each Revolving Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit), each Lender shall be deemed to have purchasedto, and hereby irrevocably and unconditionally purchases agrees to, purchase from the relevant Issuing Bank without recourse a participation in each such Letter of Credit equal to such Revolving Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. 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. (a) During the Availability PeriodEach Issuing Lender agrees, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that forth in this Agreement, to issue Letters of Credit from time to time before the Maturity Date for the account, and upon the request, of the Borrower and in support of (i) trade obligations of the Borrower and/or its Subsidiaries, which shall be payable at sight (each such letter of credit, a "TRADE LETTER OF CREDIT" and, collectively, the "TRADE LETTERS OF CREDIT") and (ii) such other obligations of the Borrower that are acceptable to the Lenders (each such letter of credit, a "STANDBY LETTER OF CREDIT" and, collectively, the "STANDBY LETTERS OF CREDIT"); PROVIDED, that immediately after each Letter of Credit shall expire on the earlier of is issued, (Ai) the date one year after aggregate amount of the date of issuance of such Letter of Credit LC Obligations shall not exceed $20,000,000 (or, in the case of any renewal or extension thereof (which may occur automatically"LC COMMITTED AMOUNT"), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter the aggregate of Credit the Revolving Outstandings shall be in a stated not exceed the aggregate amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); Revolving Commitments and (iii) the Borrower may not request any Letter of Credit ifwith respect to each individual Revolving Lender, after giving effect to such issuance, (A) the aggregate outstanding principal amount of the Revolving Lender's Revolving Loans plus its Participation Interest in outstanding LC Exposure would Obligations plus its (other than the Swingline Lender's in its capacity as such) Participation Interests in outstanding Swingline Loans shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share 's Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationCommitted Amount.

Letters of Credit. (aiii) During The Letter of Credit Commitment. (A) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until thirty days prior to the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower Borrower, Holdings or any other Loan Party of their respective Subsidiaries that are Guarantors hereunder (and otherwise, subject to the approval of the applicable Subsidiary by the applicable L/C Issuer) and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (xaccordance with Section 2.03(b) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor complying presentations under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Aw) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time, (x) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Sublimit and (z) the Outstanding Amount of the aggregate amount available to be drawn under such Letter L/C Obligations in respect of Letters of Credit on the date of issuanceissued by any given L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and fully reimbursed.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or any other Loan Party member of the Consolidated Group on any Business Day, (B) to amend or Restricted Subsidiary on renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the terms Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and conditions hereinafter set forthLetters of Credit issued hereunder in an amount equal to such Lender's Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in accordance with the LC Commitment or provisions hereof, the "L/C Committed Amount"), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure of all Lenders would Obligations shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender Subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be deemed to have purchasedfully revolving, and hereby irrevocably and unconditionally purchases from accordingly the relevant Issuing Bank without recourse a participation in each Letter Borrower may obtain Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter replace Letters of Credit on the date of issuancethat have expired or that have been drawn upon and reimbursed. Each issuance of a Letter Existing Letters of Credit shall be deemed to utilize have been issued hereunder and shall be subject to and governed by the Revolving Commitment of each Lender by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. Each payment of LC Obligations shall be allocated to each Domestic Revolving Lender or each Credit-Linked LC Lender, as the case may be, pro-rata in accordance with its Domestic Revolving Commitment Percentage or Credit-Linked LC Commitment Percentage, respectively; provided that, if any Domestic Revolving Lender shall have failed to pay its applicable pro-rata share of any Revolving LC Disbursement as required pursuant to Section 2.05(j), then any amount to which such Domestic Revolving Lender would otherwise be entitled pursuant to this subsection (ab) During the Availability Period, shall instead be payable to the Issuing BankLender; provided, further, that in reliance upon the agreements of the other Lenders event any amount paid to any Domestic Revolving Lender or Credit-Linked LC Lender pursuant to subsections this subsection (db) is rescinded or must otherwise be returned by the Issuing Lender, each Domestic Revolving Lender and (e) of this SectionCredit-Linked LC Lender, will issueas the case may be, at shall, upon the request of the BorrowerIssuing Lender, Letters of Credit repay to the Administrative Agent for the account of the Borrower Issuing Lender the amount so paid to such Domestic Revolving Lender or any other Loan Party or Restricted Subsidiary Credit-Linked LC Lender, with interest for the period commencing on the terms and conditions hereinafter 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 (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and payment is returned by the Issuing Bank have Lender until the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither date the Issuing Bank nor Lender receives such repayment at a rate per annum equal to, during the Borrower shall permit any such renewal or extension period to extend any Letter of Credit beyond but excluding the date set forth in clause (B) below) and (B) the date that is five (5) two Business Days prior to after such request, the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchasedFederal Funds Rate, and hereby irrevocably and unconditionally purchases from thereafter, the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationBase Rate plus 2.00% per annum.

Letters of Credit. (a) During the Availability Commitment Period, (i) subject to the Issuing Bankterms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant to subsections (dset forth in this Section 2.01(b) and Section 2.03 (eA) of this Section, will issue, at the request of the Borrower, to issue Letters of Credit for the account of a Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the LC Commitment or “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure of all Lenders would Obligations shall not exceed the lesser of (x) the Aggregate Committed Amount and (y) the Borrowing Base Amount for such date, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrowers’ ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrowers may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Landlord and Tenant hereby acknowledge and agree that, in accordance with the terms of Article VI of the Office Lease, Landlord currently holds two Irrevocable Standby Letters of Credit, namely Letter of Credit No. SVB01IS3689 in the amount of $600,000.00, and Letter of Credit No. SVB001S2056 in the amount of $1,000,000.00 (a) During the Availability Periodcollectively, the Issuing Bank"LETTERS OF CREDIT"), in reliance upon the agreements both of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, which Letters of Credit for were issued by Silicon Valley Bank (the account "LC LENDER"). Tenant acknowledges that neither the Letters of Credit nor the proceeds thereof are an asset of Tenant, and in the event of a bankruptcy action filed by or against Tenant, they shall not be part of the Borrower Tenant's estate. Immediately upon the full execution and delivery of this Agreement by Landlord and Tenant, Landlord shall have the right to draw down upon the entire amount of the Letters of Credit, and to keep the proceeds of such draws for Landlord's own account. Tenant shall exercise its best efforts to assist Landlord in its effort to draw upon the full amount of the Letters of Credit, including, but not limited to, by confirming to the LC Lender that Landlord has the right to draw on the full amount of the Letters of Credit, and by executing any and all documents required by the LC Lender, or reasonably required by Landlord, in connection with any draw request and taking any other Loan Party or Restricted Subsidiary actions necessary to facilitate the draws on the Letters of Credit. Any costs or fees charged by the LC Lender in connection with the Landlord's draw thereof shall be reimbursed by Tenant to Landlord promptly upon Landlord's submission of an invoice to Tenant for such amounts. Tenant hereby acknowledges and agrees that the amounts being drawn under the Letters of Credit are being drawn pursuant to the terms of the Office Lease Agreement dated as of February 7, 2000, as amended, between Tenant, as tenant and conditions hereinafter set forth; provided that Landlord, as landlord, for certain premises located at Shoreline Technology Park, Mountain View, California. A failure of Landlord to be able to draw the entire amount of the Letters of Credit shall, at Landlord's option, either (i) each Letter be deemed a default by Tenant under this Agreement, which shall entitle Landlord to exercise all of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orits remedies hereunder, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date more particularly set forth in clause Section 7, below, or (Bii) below) and (B) Landlord shall be entitled to demand a cash payment from Tenant in the date that is amount of the unsatisfied draw, which amount shall be payable by Tenant to Landlord within five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank business days of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not Landlord's request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchasedtherefor, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse Tenant's failure to timely pay such amount shall constitute a participation default by Tenant under this Agreement, which shall entitle Landlord to exercise all of its remedies hereunder, as more particularly set forth in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationSection 7, below.

Letters of Credit. (ai) During Each Issuing Bank agrees, on the Availability Period, the Issuing Bankterms and conditions hereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Agreement, to subsections issue one or more letters of credit denominated in Dollars in the form of (dx) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (ey) standby letters of this Section, will issue, at the request credit issued for any other lawful purposes of the BorrowerBorrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each in which case such Letter of Credit shall expire on be deemed issued for the earlier joint and several account 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank have Bank, at any time and from time to time during the option to prevent such renewal or extension applicable Availability Period and prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days days prior to the Revolving Commitment latest Termination Date in an aggregate Available Amount (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable i) for all Letters of Credit issued by each Issuing Bank (including by “grandfathering” on terms reasonably acceptable not to exceed at any time the Issuing Bank lesser of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or Letter of Credit Facility at such time and (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant such Issuing Bank without recourse a participation in each Bank’s Letter of Credit equal to Commitment at such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under time and (ii) for each such Letter of Credit on not to exceed an amount equal to the date Unused Revolving Credit Commitments of issuance. Each the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be deemed determined solely with reference to utilize the Revolving Commitment of each Lender Credit Lenders whose Revolving Credit Commitments have been so extended. If requested by an amount equal Issuing Bank, the Borrower shall also submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. 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, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the amount contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such participation.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

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant L/C Issuer agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any other Loan Party of its Restricted Subsidiaries on any Business Day, (B) to amend or Restricted Subsidiary on extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided that (x) the Outstanding Amount of L/C Obligations shall not exceed $50,000,000 (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (y) the Outstanding Amount of Revolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and (z) with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on hereof, 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option Borrower’s ability to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (ai)The Letter of Credit Commitment. (i) During Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars for the account of the Borrower or any other Loan Party or Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary be responsible for any amounts drawn on any Letters of Credit issued for the terms account of the Borrower or a U.S. Subsidiary) and conditions hereinafter set forth; provided that to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(c), and (i2) each to honor drafts and other demands for payment under a Letter of Credit shall expire on that complies with the earlier of (A) the date one year after the date of issuance terms of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or any Restricted Subsidiary; (ii) each Letter of Credit provided that no L/C Issuer shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit if, after giving effect to such issuance, Extension (x) (A) the aggregate LC Exposure Total Revolving Credit Outstandings would exceed the LC Commitment or Revolving Credit Facility, (B) the aggregate Total Revolving Credit Exposure Outstandings in respect of all Lenders the 2023 Extended Revolving Credit Loans would exceed the Aggregate 2023 Extended Revolving Commitment Amount. Each Credit Facility, (C) the Total Revolving Lender shall be deemed to have purchasedCredit Outstandings in respect of the 2023-1 Extended Revolving Credit Loans would exceed the 2023-1 Extended Revolving Credit Facility or (D) the Total Revolving Credit Outstandings in respect of the 2023 Non-Extended Revolving Credit Loans would exceed the 2023 Non-Extended Revolving Credit Facility, and hereby irrevocably and unconditionally purchases from (y) the relevant Issuing Bank without recourse a participation in each Letter aggregate Outstanding Amount of the Revolving Credit equal to Loans of any Lender, plus such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations, would exceed such Xxxxxx’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit on Sublimit; provided further that no L/C Issuer identified in clause (a) of the date definition thereof shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of issuanceLetters of Credit issued by such L/C Issuer would exceed, in the case of (i) Xxxxxx Xxxxxxx, $7,000,000 and (ii) Barclays Bank PLC, $3,000,000 (it being understood and agreed that, subject to the Letter of Credit Sublimit, any such L/C Issuer may issue Letters of Credit in excess of such amounts in its sole discretion upon request of any Borrower). Each issuance of a Letter Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount Credit that have expired or been terminated or that have been drawn upon and reimbursed. All Letters of such participationCredit shall be denominated in Dollars.

Letters of Credit. (ai) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Initial Revolving Credit Lenders pursuant set forth in this ‎Section 2.04, (1) from time to subsections (d) and (e) time on any Business Day until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or an Alternate Currency for the account of the Borrower and to amend or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter renew Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with ‎Section 2.04(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drafts under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that no L/C Issuer shall be obligated to issue any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension or after giving effect thereto, (5w) Business Days prior the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Revolving Outstandings of any Lender under the Initial Revolving Credit Facility would exceed such Lender’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). Within the foregoing limits, and subject to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable and conditions hereof, the Borrower’s ability to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During (i) On any Business Day during the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23, will agrees to issue, at the request of the Borrower, standby Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided provided, however, 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, or in the case of any renewal or extension thereof (which may occur automatically)thereof, one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) belowextension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); and (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Credit Loans and Swingline Loans plus the aggregate Franchisee LC Exposure plus the Franchisee Loan Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Amount or (C) the aggregate outstanding amount of the Revolving Loans of any Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share of the aggregate outstanding amount available to be drawn under of all LC Exposure plus such Letter Lender’s Pro Rata Share of Credit on the date outstanding amount of issuanceall Swingline Loans plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee Loan Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment Borrower that the Letter of each Lender by an amount equal Credit so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof, the Issuing BankWorking Capital Commitments may, in reliance addition to the Working Capital Loans provided for in Section 2.01 hereof, be utilized, upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the BorrowerCompany, by the issuance of letters of credit (i) by Chase for so long as it is Administrative Agent hereunder if the Company shall so request in the notice referred to in Section 2.02(b) and Chase shall agree that such letter of credit shall be issued by Chase rather than by each of the Lenders (such letters of credit issued by Chase being hereinafter referred to as the "PARTICIPATION LETTERS OF CREDIT"), or (ii) by the Lenders pursuant to which each Lender shall be severally obligated to pay its Working Capital Commitment Percentage of any drawing made thereunder (such letters of credit issued by the Lenders being hereafter referred to as the "SYNDICATED LETTERS OF CREDIT", and the Syndicated Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter Participation Letters of Credit shall expire on being collectively referred to as the earlier of (A) the date one year after "LETTERS OF CREDIT"). Upon the date of issuance of a Participation Letter of Credit, Chase shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from Chase, a participation to the extent of such Lender's Working Capital Commitment Percentage in such Participation Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any related Letter of Credit beyond Liabilities. The aggregate amount of all Working Capital Obligations shall not at any time exceed the date set forth in clause lesser of (B) below) and (Bi) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank aggregate of the applicable letters of credit into a future credit facility)); Working Capital Commitments as reduced from time to time pursuant to Section 2.03 hereof and (ii) each the Borrowing Base. The aggregate amount of all Letter of Credit Liabilities shall be in a stated amount of not at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would time exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the lesser of (i) the aggregate amount of such participationthe Working Capital Commitments as reduced from time to time pursuant to Section 2.03 hereof and (ii) $7,500,000.

Letters of Credit. On and after the Funding Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, severally agrees (A) to subsections (d) and (e) issue Letters of this SectionCredit denominated in Dollars or in one or more Alternative Currencies, will issue, at for the request account of the BorrowerBorrower (or for the account of any member of the Consolidated Group, but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier previously issued hereunder, and (C) to honor drawings under Letters 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof Credit; and (y) neither Revolving Lenders severally agree to purchase from the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter L/C Issuers a participation interest in Letters of Credit beyond the date set forth issued hereunder in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage thereof; provided that (A) the Outstanding Amount of L/C Obligations shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (as such amount may be decreased in accordance with the aggregate amount available provisions hereof, the “L/C Sublimit”), (B) with regard to be drawn under the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (C) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit on shall be fully revolving, and accordingly the date Borrower may obtain Letters of issuanceCredit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each issuance Notwithstanding anything contained herein, no Letters of a Letter Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Funding Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. On the terms and conditions hereinafter set forth, (ai) During the Availability Period, the Issuing Bank, in reliance upon Lender hereby agrees (A) from time to time on any Business Day during the agreements of period from the other Lenders pursuant Amendment Closing Date to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Revolving Expiry Date to issue Letters of Credit for the account of the Borrower in accordance with Section 3.02(a), and to amend or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter renew Letters of Credit shall expire on previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), in an aggregate amount not to exceed at any time $5,000,000 (the earlier “L/C Commitment”), and (B) to honor drafts under the Letters of Credit; and (Aii) the date one year after the date of issuance of such Letter Lenders severally agree to participate in Letters of Credit (orissued for the account of the Borrower; provided, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and that the Issuing Bank have the option Lender shall not be obligated to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend issue any Letter of Credit beyond the date set forth in clause if (B) below) and (B1) the date that is five Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans shall exceed the aggregate Revolving Commitments, (52) Business Days prior the participation of any Lender in the Effective Amount of all L/C Obligations plus the participation of such Lender in the Effective Amount of all Swingline Loans plus the Effective Amount of the Revolving Loans of such Lender shall exceed such Lender’s Revolving Commitment, (3) the Effective Amount of L/C Obligations shall exceed the L/C Commitment or (4) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans shall exceed the Borrowing Base then in effect. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable other terms and conditions hereof, the Borrower’s ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) fully revolving, and, accordingly, the Borrower may not request any Letter may, during the foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be which have expired or which have been drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationupon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any its Domestic Subsidiaries (other Loan Party than Inactive Subsidiaries), and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Domestic Subsidiaries (other than Inactive Subsidiaries) and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance Letters of Credit Commitments. Subject to and upon the agreements of the other Lenders pursuant to subsections (d) terms and (e) of this Sectionconditions herein set forth, will Company may request that ------------------------------ Facing Agent issue, at any time and from time to time on and after the request of Initial Borrowing Date, and prior to the Borrower30th Business Day preceding the Revolver Termination Date, Letters of Credit (x) for the account of Company and for the Borrower benefit of any holder (or any trustee, agent or other Loan Party similar representative for any such holder) of LC Supportable Indebtedness of Company or Restricted Subsidiary on any of its Subsidiaries, an irrevocable standby letter of credit, in a form customarily used by Facing Agent, or in such other form as has been approved by Facing Agent (each such standby letter of credit, a "Standby Letter of Credit") in support of such LC Supportable Indebtedness and ------------------------- (y) for the terms account of Company and conditions hereinafter set forthin support of trade obligations of Company or any of its Subsidiaries, an irrevocable sight letter of credit in a form customarily used by Facing Agent or in such other form as has been approved by Facing Agent (each such letter of credit, a "Commercial Letter of Credit"; provided that (i) and each such Commercial Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such and each Standby Letter of Credit (orCredit, a "Letter of ---------------------------- ---------- Credit"), in the case support of any renewal or extension thereof (which may occur automatically)commercial transactions of Company and its Subsidiaries; provided, one year after the date such renewal or extension becomes effectivehowever, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each no Letter of Credit shall be in a stated amount ------ -------- ------- issued the Stated Amount of at least $100,000 which, when added to the LC Obligations (or such lesser amount as exclusive of Unpaid Drawings relating to Letters of Credit which are repaid on the applicable Issuing Bank shall agree); date of, and (iii) prior to the Borrower may not request any issuance of, the respective Letter of Credit ifat such time), after giving effect would exceed either (x) $25,000,000 or (y) when added to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure principal amount of all Lenders would exceed Revolving Loans and Swing Line Loans then outstanding the Aggregate Total Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to at such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationtime.

Letters of Credit. On and after the Closing Date, (ax) During the Availability Period, the Issuing Bankeach L/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Parent Borrower (or for the account of any other Loan Party member of the Consolidated Group or Restricted Subsidiary on BCV, but in such case the terms Parent Borrower will remain obligated to reimburse such L/C Issuer for any and conditions hereinafter 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 all drawings under such Letter of Credit (orCredit, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have Parent Borrower acknowledges that the option to prevent such renewal issuance of Letters of Credit for the account of members of the Consolidated Group or extension prior BCV inures to the effectiveness thereof benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each L/C Revolving Lender shall be deemed severally agrees to have purchased, and hereby irrevocably and unconditionally purchases purchase from the relevant Issuing Bank without recourse such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the Dollar Equivalent of such L/C Revolving Lender’s L/C Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, the purchase of such participation will also occur on each Revaluation Date); provided that (A) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Pro Rata Share Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the aggregate Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, (I) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $5.0 million less the amount available of all then outstanding Limited Currency Facility L/C Obligations for the account of BCV and (J) no L/C Issuer shall be required to issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be drawn under L/C Obligations arising from Letters of Credit issued by such L/C Issuer in excess of its Letter of Credit on Cap. Subject to the date terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of issuanceCredit shall be fully revolving, and accordingly the Parent Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Closing Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Dollar Tranche Lenders pursuant set forth in this Section 2.04, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars, and, solely in the case of the Alternative Currency L/C Issuer, in one or more Alternative Currencies, in each case, for the account of the Parent Borrower or any other Loan Party a Subsidiary thereof, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.04(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor compliant drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Dollar Tranche Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into Parent Borrower or a future credit facility))Subsidiary thereof and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Av) the aggregate LC Exposure would Total Revolving Credit Outstandings shall not exceed the LC Commitment or Revolving Credit Facility at such time, (Bw) the aggregate Revolving Credit Exposure Outstanding Amount of Dollar Tranche Loans plus the Outstanding Amount of all Lenders would L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments, (x) the Outstanding Amount of the Dollar Tranche Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Tranche Commitment, (y) the Outstanding Amount of the Revolving Commitment Amount. Each Credit Loans of any Revolving Lender Credit Lender, plus such Revolving Credit Lender’s Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans shall be deemed to have purchasednot exceed such Revolving Credit Lender’s Revolving Credit Commitment, and hereby irrevocably and unconditionally purchases from (z) the relevant Issuing Bank without recourse a participation in each Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Restatement Effective Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party its Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements As part of the other Lenders pursuant to subsections (d) and (e) of this SectionRevolving Line, will issue, at the request of the Borrower, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for the account Borrower’s account. The aggregate Dollar Equivalent of the Borrower or face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit Reserve) shall expire at all times reduce the amount otherwise available for Advances under the Revolving Line and may not exceed Four Million Dollars ($4,000,000). b) If, on the earlier of Revolving Line Maturity Date (A) or the date one year after the effective date of issuance any termination of such Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automaticallythis Agreement), one year after the there are any outstanding Letters of Credit, then on such date such renewal or extension becomes effective, so long as Borrower shall provide to Bank cash collateral in an amount equal to (x) the Borrower and the Issuing Bank have the option to prevent if such renewal or extension prior to the effectiveness thereof Letters of Credit are denominated in Dollars, then at least one hundred five percent (105%) and (y) neither the Issuing Bank nor the Borrower shall permit any if such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped are denominated in a manner reasonably acceptable to the applicable Issuing Bank Foreign Currency, then at least one hundred ten percent (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank 110%), of the applicable letters aggregate Dollar Equivalent of credit into a future credit facility)); (ii) each Letter the face amount of all such Letters of Credit plus all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure all of the Obligations relating to such Letters of Credit. All Letters of Credit shall be in a stated amount form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of at least $100,000 Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request by Bank’s interpretations of any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchasedissued by Bank for Borrower’s account, and hereby irrevocably Borrower understands and unconditionally purchases from agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the relevant Issuing Bank without recourse a participation in each Letter Letters of Credit equal or any modifications, amendments, or supplements thereto. c) The obligation of Borrower to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn immediately reimburse Bank for drawings made under such Letter of Credit on the date of issuance. Each issuance of a Letter Letters of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.absolute, unconditional, and

Letters of Credit. (a) During At the Availability PeriodClosing, Buyer or Matrix shall deliver to the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Holder Representative a Letter of Credit in the aggregate initial principal amount of $3,000,000 to secure payout of the Deferred Portion of the Purchase Price and any interest and recoverable costs thereon (the "Letter of Credit"). The Letter of Credit will be reduced from time to time to the extent that payments of Deferred Portion of the Purchase Price (including deemed payments by reasons of reductions for Damages as provided in Article 12 "Deferred Payments")) exceed $7,000,000. Until March 7, 2004, Buyer and Matrix shall expire on have the earlier right to substitute for the Letter of (A) the date one year after the date of issuance of such Credit, a new Letter of Credit (or, the "Substitute LC") in the case aggregate principal amount of $7,500,000.00 to secure the payment of the Deferred Portion of the Purchase Price and any renewal or extension thereof interest and recoverable costs thereon. The Substitute LC would be reduced from time to time, (which may occur automaticallyi) by the initial $1,000,000 installment of the Deferred Portion of the Purchase Price (including Deemed Payments thereof) and (ii) to the extent that payments of Deferred Portion of the Purchase Price paid (including Deemed Payments thereof), one year after exceed $2,500,000. Concurrently with delivery of the date such renewal Substitute LC, the Holder Representatives shall return the Letter of Credit to Matrix for cancellation. In the event the Letter of Credit or extension becomes effective, so long Substitute LC or any Replacement LC (as (xdefined below) the Borrower and the Issuing Bank have the option to prevent such renewal or extension expires prior to the effectiveness thereof and (y) neither earlier of March 7, 2008 or the Issuing Bank nor drawing of the Borrower entire principal amount thereof, Buyer or Matrix shall permit any such renewal or extension deliver to extend any the Holder Representative a replacement Letter of Credit beyond the date set forth in clause at least ten (B10) below) and (B) the date that is five (5) Business Days business days prior to such expiration (a "Replacement LC"). If a Replacement LC is not delivered when due, the Revolving Commitment Termination Date (unless Cash Collateralized Holder Representative may draw on the entire balance of the Letter of Credit, Substitute LC or otherwise backstopped any Replacement LC, as the case may be, and place the amount so drawn in a manner reasonably acceptable separate account to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable be used solely to the Issuing Bank satisfy amounts payable as Deferred Portion of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (Purchase Price or such lesser amount as the applicable Issuing Bank shall agree); interest and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn costs thereon when due under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationthis Agreement.

Letters of Credit. (a) During (i) The Revolving Letters of Credit. Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankRevolving L/C Issuers agree, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to subsections (d) and (e) of set forth in this Section, will issue(1) from time to time on any Business Day during the period from the Effective Date until the Revolving Credit L/C Final Expiration Date, at the request of the Borrower, to issue Revolving Letters of Credit for the account of the Borrower or its Subsidiaries (other than Retail Holdco or any other Loan Party of its Subsidiaries when the Sleeve Documents are in effect), and to amend, renew or Restricted Subsidiary on extend the expiry dates of Revolving Letters of Credit previously issued by it, in accordance with Section 2.3(b), and (2) to honor drawings if presented in accordance with the terms and conditions hereinafter 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 Revolving Letters of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) Credit; and (B) the Revolving Credit Lenders severally agree to participate in Revolving Letters of Credit issued for the account of the Borrower or its Subsidiaries; provided, that no Revolving L/C Issuer shall be obligated to make any Revolving L/C Credit Extension with respect to any Revolving Letter of Credit, if as of the date that is five of such Revolving L/C Credit Extension, (51) Business Days prior to the amounts outstanding under the Revolving Commitment Termination Date Credit Facility would exceed the aggregate Revolving Credit Commitments, (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to 2) the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to Revolving L/C Exposure would exceed the Issuing Bank of the applicable letters of credit into a future credit facility))aggregate Revolving Credit Commitments; (ii) each Letter of Credit provided, further, that no Revolving L/C Issuer shall be in a stated amount of at least $100,000 (required to issue, amend or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request renew any Revolving Letter of Credit if, after giving effect thereto, all Revolving L/C Obligations held by such Revolving L/C Issuer with respect to all Revolving Letters of Credit issued by such issuance, Revolving L/C Issuer (Aor its Affiliates) the aggregate LC Exposure would exceed the LC Commitment amount set forth on Schedule 2.1, opposite the name of such Revolving L/C Issuer, under the column entitled “Revolving L/C Issuer Amount for Revolving Letters of Credit”, or (B3) the sum of the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of all Lenders would exceed the Aggregate any Revolving Commitment Amount. Each Revolving Credit Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under Revolving L/C Exposure would exceed such Letter of Lender’s Revolving Credit on the date of issuanceCommitment. Each request by the Borrower for the issuance or amendment of a Revolving Letter of Credit shall be deemed to utilize be a representation by the Borrower that the Revolving Commitment of each Lender by an amount equal L/C Credit Extension so requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, and subject to the amount terms and conditions hereof, the Borrower’s ability to obtain Revolving Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Revolving Letters of Credit to replace Revolving Letters of Credit that have expired or that have been drawn upon and paid. The Existing Letters of Credit identified on Schedule 1.1(a) as “Revolving Letters of Credit” shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be Revolving Letters of Credit and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance Subject to and upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that forth herein, any Dollar Revolving Loan Borrower (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 Dollar Letter of Credit) and any Alternate Currency Revolving Loan Borrower (in the case of any Alternate Currency Letter of Credit) may request that the applicable Issuing Bank for the requested Letter of Credit (as provided in the definition of “Issuing Bank”) issue, at any time and from time to time on and after the Initial Borrowing Date and prior to the tenth Business Day prior to the Maturity Date (or extension thereof (which may occur automaticallythe 30th day prior to the Maturity Date in the case of Trade Letters of Credit), one year after for the date account of such renewal or extension becomes effective, so long as Account Party and for the benefit of (x) the Borrower and the any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of such Account Party or any of its Subsidiaries, an irrevocable sight standby letter of credit, in a form customarily used by such Issuing Bank have the option to prevent or in such renewal or extension prior to the effectiveness thereof other form as has been approved by such Issuing Bank (each such standby letter of credit, a “Standby Letter of Credit”) in support of such L/C Supportable Obligations and (y) neither sellers of goods, materials and services used in the ordinary course of business of such Account Party or any of its Subsidiaries an irrevocable sight commercial letter of credit in a form customarily used by such Issuing Bank nor the Borrower shall permit any or in such renewal or extension to extend any other form as has been approved by such Issuing Bank (each such commercial letter of credit, a “Trade Letter of Credit,” and each such Trade Letter of Credit beyond the date set forth and each Standby Letter of Credit, a “Letter of Credit”) in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank support of commercial transactions of the applicable letters Corporation and its Subsidiaries. Each Letter of credit into Credit shall constitute either (x) a future credit facility)); (ii) each Dollar Letter of Credit, in which case such Letter of Credit shall be denominated in Dollars and shall be issued for the account of a stated amount of at least $100,000 Dollar Revolving Loan Borrower or (or such lesser amount as the applicable Issuing Bank shall agree); and (iiiy) the Borrower may not request any an Alternate Currency Letter of Credit ifCredit, after giving effect to in which case such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize denominated in an Alternate Currency and shall be issued for the account of an Alternate Currency Revolving Commitment of each Lender by an amount equal to the amount of such participationLoan Borrower.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower or any other Loan Party its Restricted Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Borrower or its Restricted Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ax) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate LC Exposure would Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed an amount equal to $20,000,000, the LC Commitment or “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure of all Lenders would Obligations shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrower’s ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, to subsections (d) honor drawings under the Letters of Credit; and (eB) of this Section, will issue, at the request of the Borrower, Revolving Credit Lenders severally agree to participate in Letters Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm of Credit issued for the account of the US Borrower or and for the account of the European Borrower and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthdrawings thereunder; provided that (i) each after giving effect to any L/C Credit Extension with respect to any Letter of Credit shall expire on the earlier of Credit, (Aw) the date one year after Total Revolving Credit Outstandings shall not exceed the date of issuance of such Letter of Revolving Credit (orFacility, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and aggregate Outstanding Amount of the Issuing Bank have Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the option to prevent Outstanding Amount of all L/C Obligations, plus such renewal or extension prior to Lender’s Applicable Revolving Credit Percentage of the effectiveness thereof and Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) neither the Issuing Bank nor Outstanding Amount of the Borrower L/C Obligations shall permit any such renewal or extension to extend any not exceed the Letter of Credit beyond the date set forth in clause (B) below) Sublimit, and (Bz) the date that is five (5) Business Days prior to the Total Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped Credit Outstandings denominated in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit Euros shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate European Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountLoan Value. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from request by a Borrower for the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by such Borrower that the Revolving Commitment of each Lender by an amount equal L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrowers may, during the Availability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions set forth herein, (i) the Issuing BankLender agrees, in reliance upon the agreements of Lenders set forth in this Section 2.4, to (x) from time to time on any Business Day during the other Lenders pursuant period from the Closing Date until the Letter of Credit Expiration Date, to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with this Section, and (2) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or its Subsidiaries and any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forthdrawings thereunder; provided that (i) each after giving effect to any Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Extension with respect to any Letter of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower Outstanding Amount of all Letter of Credit Usage and all Loans shall not exceed the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and Aggregate Commitments, (y) neither the Issuing Bank nor aggregate Outstanding Amount of the Borrower shall permit Committed Loans of any Lender, plus such renewal or extension to extend any Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit beyond Usage, plus such Lender’s Pro Rata Share of the date set forth in clause (B) below) Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (Bz) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank Outstanding Amount of the applicable letters Letter of credit into a future credit facility)); (ii) each Credit Usage shall not exceed the Letter of Credit Sublimit. Each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as form acceptable to the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountLender. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance The term of a Letter of Credit shall not exceed the Letter of Credit Expiration Date unless (A) the Lenders and the Issuing Lender have approved the expiry date of such Letter of Credit, which expiry date shall be deemed to utilize no later than 180 days after the Revolving Commitment Letter of each Credit Expiration Date, and (B) the Issuing Lender by an amount equal has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the amount Issuing Lender (in its sole discretion) with Borrower with respect to such Letter of Credit (it being understood that the obligation of a Lender to participate in any Letter of Credit Usage with respect to any Letter of Credit so issued shall not extend beyond the Letter of Credit Expiration Date absent the express written consent of such participationLender to the contrary). Each commercial Letter of Credit will require drafts drawn at sight.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant Subject to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that hereof, Agent shall issue or cause the issuance of Letters of Credit ("Letters of Credit") on behalf of Borrower only if (A) the face amount of such Letters of Credit (each an "Export-Related Letter of Credit") would not then cause the sum of (i) the outstanding Export-Related Revolving Advances plus (ii) outstanding Export-Related Letter of Credit Usage to exceed the lesser of (x) the Maximum Export-Related Revolving Advance Amount (after taking into account such Export-Related Letters of Credit then being requested) or (y) the Export-Related Formula Amount (after taking into account such Export-Related Letters of Credit then being requested) or (B) the face amount of such Letters of Credit (each a "Non-Guaranteed Letter of Credit") would not then cause the sum of (i) the outstanding Non-Guaranteed Revolving Advances to Borrower plus (ii) the outstanding Non-Guaranteed Letters of Credit Usage (after taking into account such Letters of Credit then being requested) to exceed the lesser of (x) the Maximum Non-Guaranteed Revolving Advance Amount or (y) the Non-Guaranteed Formula Amount. No Letter of Credit shall expire on be issued as a Non-Guaranteed Letter of Credit if, at the earlier time such Letter of (A) Credit is issued, 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any an Export-Related Letter of Credit beyond would have been permitted by the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank first sentence of the applicable letters this Section 2.9. The maximum amount of credit into a future credit facility)); (ii) each Letter outstanding Letters of Credit shall be not exceed $1,000,000 in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment at any time. All disbursements or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed payments related to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter Export-Related Letters of Credit shall be deemed Export-Related Revolving Advances and shall bear interest at the Export-Related Advances Interest Rate. All disbursements or payments related to utilize Non-Guaranteed Letters of Credit shall be deemed Non-Guaranteed Revolving Advances and shall bear interest at the Revolving Commitment Non-Guaranteed Advances Interest Rate. Letters of each Lender by an amount equal to the amount of such participationCredit that have not been drawn upon shall not bear interest.

Letters of Credit. (a) During the Extended Revolving Availability Period, the each Issuing Bank, in reliance upon the agreements of the other Extended Revolving Lenders pursuant to subsections (d) and (e) of this SectionSection 2.24(d), will agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any other Loan Party or Restricted Subsidiary 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is no later than five (5) Business Days prior to the Extended Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility))Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 50,000, or, if denominated in any Acceptable Currency other than Dollars, the Dollar Equivalent of $50,000; (or such lesser amount as iii) any Letter of Credit in an Acceptable Currency other than Dollars shall be issued in the applicable sole discretion of the relevant Foreign Currency Issuing Bank, and any Letter of Credit in Dollars issued by any Issuing Bank other than SunTrust Bank shall agree)be in the sole discretion of such Issuing Bank; and (iiiiv) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Extended Revolving Credit Exposure of all Extended Revolving Lenders would exceed the Aggregate Extended Revolving Commitment AmountAmount or (C) the Dollar Equivalent amount of the principal amount of outstanding Letters of Credit in Acceptable Currencies other than Dollars, determined in accordance with Section 10.17, would exceed in the aggregate the Foreign Currency Sublimit. Each Upon the issuance of each Letter of Credit, each Extended Revolving Lender shall be deemed to have purchasedto, and hereby irrevocably and unconditionally purchases agrees to, purchase from the relevant Issuing Bank without recourse a participation in each such Letter of Credit equal to such Extended Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Extended Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the Fourth Restatement Date, each of the Existing Letters of Credit shall be deemed to have been issued under the Extended Revolving Commitments pursuant to this Section, each Extended Revolving Lender is deemed to have purchased a participation in all Existing Letters of Credit in accordance with this Section 2.24, and no Non-Extended Revolving Lender shall have any participation in such Existing Letters of Credit. The Administrative Agent shall provide the Extended Revolving Lenders with relevant information concerning the LC Exposure upon written request, no more frequently than quarterly.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant L/C Issuer agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any other Loan Party of its Restricted Subsidiaries on any Business Day, (B) to amend or Restricted Subsidiary on extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (ii) the Revolving Credit Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided that (x) the Outstanding Amount of L/C Obligations shall not exceed $25,000,000 (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), (y) the Outstanding Amount of Revolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and (z) with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on hereof, 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option Borrower’s ability to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); fully revolving, and (iii) accordingly the Borrower may not request any Letter obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuanceupon and reimbursed. Each issuance of a Letter Existing Letters of Credit shall be deemed to utilize have been issued hereunder and shall be subject to and governed by the Revolving Commitment of each Lender by an amount equal to the amount of such participation.terms and conditions hereof. (d)

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof and of the LOC Documents, if any, and such other terms and conditions which the Issuing Lender may reasonably require, the Issuing BankLender shall issue, and the Lenders having Revolving Credit Commitments shall participate severally in, such irrevocable standby letters of credit ("Standby Letters of Credit") or commercial documentary letters of credit ("Commercial Letters of Credit"), in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters of Credit either case issued for the account of the Borrower, as the Borrower or any other Loan Party or Restricted Subsidiary on may request from time to time during the terms and conditions Availability Period, in form reasonably acceptable to the Issuing Lender, for the purpose hereinafter set forth; provided provided, that (i) the aggregate amount of LOC Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) at any time, (the "LOC Committed Amount"), (ii) with regard to the Lenders having Revolving Credit Commitments collectively, the aggregate principal amount of Revolving Credit Obligations at any time shall not exceed the Total Revolving Credit Commitment, (iii) with regard to each Letter Lender having a Revolving Credit Commitment individually, such Lender's Revolving Commitment Percentage of Revolving Credit Obligations at any time shall not exceed such Lender's Revolving Credit Commitment and (iv) Letters of Credit issued hereunder shall expire on the earlier of (A) the have an expiry 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit not beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participationDate.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Amendment No. 1 Effective Date until the Letter of this Section, will issue, at the request of the Borrower, Credit Expiration Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Borrower Company or any other Loan Party Subsidiary of the Company and to amend, renew or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the earlier of (A) the date one year after the date of issuance of such Letter Letters of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no lxxviii LEGAL02/43062751v1 Lender shall be obligated to participate in any Letter of Credit if as of the date that is five of such L/C Credit Extension, (5x) Business Days prior the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of L/C Obligations denominated in Yen would exceed the Yen Sublimit. In addition, the face amount of outstanding Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s Applicable L/C Fronting Sublimit. Within the foregoing limits, and subject to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable terms and conditions hereof, the Company’s ability to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter obtain Letters of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as fully revolving, and accordingly the applicable Issuing Bank shall agree); and (iii) Company may, during the Borrower may not request any Letter foregoing period, obtain Letters of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter replace Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be that have expired or that have been drawn under such Letter of Credit on the date of issuanceupon and reimbursed. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto and deemed L/C Obligations, and from and after the Revolving Commitment of each Lender Amendment No. 1 Effective Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During the Availability Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of a Borrower on any Business Day, (B) to amend or renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) the Borrower or any other Loan Party or Restricted Subsidiary on Lenders severally agree to purchase from the terms and conditions hereinafter set forthL/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would principal amount of L/C Obligations shall not exceed an amount equal to fifteen percent (15%) of the LC Commitment or Aggregate Revolving Committed Amount (as such amount may be adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure Obligations shall not exceed the lesser of all Lenders would exceed (x) the Aggregate Revolving Committed Amount and (y) the Borrowing Base Amount for such date, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender Subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be deemed to have purchasedfully revolving, and hereby irrevocably and unconditionally purchases from accordingly the relevant Issuing Bank without recourse a participation in each Letter Borrowers may obtain Letters of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter replace Letters of Credit on the date of issuancethat have expired or that have been drawn upon and reimbursed. Each issuance of a Letter All Existing Letters of Credit shall be deemed to utilize have been issued pursuant hereto, and from and after the Revolving Commitment of each Lender Closing Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankLetter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the earlier to occur of this Sectionthe Letter of Credit Expiration Date or the termination of the Availability Period, will issue, to issue Letters of Credit at the request of the Borrower, Letters of Credit Borrower Agent for the account of the a Borrower (or any other Loan Party or Restricted Subsidiary on thereof as to which all "know your customer" or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a "Borrower" in this Section 2.03 shall be deemed to include reference to such other Loan Party and any applicable Subsidiary, as the terms case may be, and conditions hereinafter set forthto amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower and any drawings thereunder; provided that (i) each the Letter of Credit Issuer shall expire on the earlier not be obligated to make any Letter of (A) Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit not then outstanding, if as of 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuanceExtension, (A) the aggregate LC Exposure Total Revolving Credit Outstandings would exceed the LC Commitment or Maximum Borrowing Amount, (B) the aggregate Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (C) the Outstanding Amount of all Lenders Letter of Credit Obligations would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceSublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment Borrower Agent that the Letter of each Lender by an amount equal Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of such participationCredit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof, the Issuing BankRevolving Credit Commitments may be utilized, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, Letters in addition to the Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of Credit credit (herein collectively called "LETTERS OF CREDIT") issued by the Issuing Lender for the account of the Borrower or any other Loan Party or Restricted Subsidiary on the terms which is an Obligor (PROVIDED, that Borrower shall be a co-applicant (and conditions hereinafter set forth; provided that (ijointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); PROVIDED, HOWEVER, that in no event shall expire (i) the aggregate amount of all Letter of Credit Liabilities, PLUS the aggregate principal amount of the Revolving Credit Loans then outstanding, PLUS the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding), PLUS such Lender's PRO RATA share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $5.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (Ax) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date one year twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial documentary Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); PROVIDED, HOWEVER, that any standby Letter of Credit may be automatically extendible for periods of up to one year (but never beyond the fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, unless the Majority Revolving Credit Lenders have approved such expiry date in writing, or (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (xvi) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend Lender issue any Letter of Credit beyond after it has received notice from Borrower or the date set forth Majority Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default in clause accordance with this Agreement or (B) below) and (Bz) the date Administrative Agent's good faith determination that is five (5) Business Days prior such Default has ceased to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable exist. The following additional provisions shall apply to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank Letters of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.Credit:

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the Issuing Bankeach L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.05, (A) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue standby Letters of Credit for the account, and upon the request, of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (c) below, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of the Borrower or any other Loan Party or Restricted Subsidiary on of its Subsidiaries and any drawing thereunder in accordance with the terms and conditions hereinafter set forthprovisions of subsection (e) below; provided that (i) that, immediately after each Letter of Credit shall expire on the earlier of is issued, (Ai) 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank aggregate amount of the applicable letters of credit into a future credit facility)); L/C Obligations shall not exceed the L/C Sublimit, (ii) each Letter the aggregate amount of the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and not exceed its L/C Issuer Sublimit, (iii) the Borrower may Revolving Outstandings shall not request any Letter of Credit ifexceed the Revolving Committed Amount and (iv) with respect to each individual Revolving Lender, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure outstanding principal amount of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceRevolving Committed Amount. Each request by the Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal to Borrower or such Subsidiary that the issuance or increase in the stated amount of such participationLetter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Effective Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit in Dollars or in any Alternative Currency for the account of the Parent Borrower or any other Loan Party of its Subsidiaries, and to amend or Restricted Subsidiary on the terms and conditions hereinafter set forth; provided that (i) each Letter extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in the case of any renewal or extension thereof (which may occur automaticallyaccordance with Section 2.03(b), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y2) neither to honor drawings under the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter Letters of Credit beyond the date set forth in clause (B) below) Credit; and (B) the date that is five (5) Business Days prior Revolving Lenders severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters of credit into a future credit facility))Parent Borrower or its Subsidiaries and any drawings thereunder; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit ifprovided, that, after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Aw) the aggregate LC Exposure would Dollar Equivalent of Total Revolving Outstandings denominated in Alternative Currencies shall be exceed the LC Commitment or Alternative Currency Sublimit, (Bx) the aggregate Total Revolving Credit Exposure of all Lenders would Outstandings shall not exceed the Aggregate Revolving Commitment Amount. Each Commitments, (y) the aggregate Outstanding Amount of the Revolving Lender shall be deemed to have purchasedLoans of any Revolving Lender, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share Applicable Percentage of the aggregate amount available to be drawn under Outstanding Amount of all L/C Obligations plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit on the date of issuanceSublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Commitment Loans. The Parent Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender Revolving Lender’s obligations in connection therewith, shall be governed by an amount equal the terms of this Agreement. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the amount expiry date of such participation.requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the L/C Issuer shall have approved such expiry 50 CHAR1\1732710v2

Letters of Credit. Subject to the terms and conditions set forth herein, (ai) During the Availability Period, the Issuing Bankeach L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders pursuant set forth in this Section 2.05, (A) from time to subsections (d) and (e) time on any Business Day during the period after the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue standby Letters of Credit for the account, and upon the request, of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of the Borrower or any other Loan Party or Restricted Subsidiary on of its Subsidiaries and any drawing thereunder in accordance with the terms and conditions hereinafter set forthprovisions of clause (e) below; provided that (i) that, immediately after each Letter of Credit shall expire on the earlier of is issued, (Ai) 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 occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank aggregate amount of the applicable letters of credit into a future credit facility)); L/C Obligations shall not exceed the L/C Sublimit, (ii) each Letter the aggregate amount of the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and not exceed its L/C Issuer Sublimit, (iii) the Borrower may Revolving Outstandings shall not request any Letter of Credit ifexceed the Revolving Committed Amount and (iv) with respect to each individual Revolving Lender, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure outstanding principal amount of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceRevolving Committed Amount. Each request by the Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to utilize be a representation by the Revolving Commitment of each Lender by an amount equal to Borrower or such Subsidiary that the issuance or increase in the stated amount of such participationLetter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Revolving Commitment Period, (i) the Issuing BankL/C Issuer, in reliance upon the agreements commitments of the other Revolving Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or on any other Loan Party or Restricted Subsidiary on the terms and conditions hereinafter 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 (orBusiness Day, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) to amend or renew Letters of Credit previously issued hereunder, and (BC) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank honor drafts under Letters of the applicable letters of credit into a future credit facility))Credit; and (ii) each Letter the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit shall be issued hereunder in a stated an amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender’s Pro Rata Share of Revolving Commitment Percentage thereof; provided, that (A) the aggregate principal amount available of L/C Obligations shall not exceed an amount equal to SIXTY MILLION DOLLARS ($60,000,000) (as such amount may be drawn under adjusted in accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (C) with regard to each Revolving Lender individually, such Letter Revolving Lender’s Revolving Commitment Percentage of Credit on Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the date of issuance. Each issuance of a Letter terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) each L/C Issuer of a Tranche of the Issuing BankRevolving Credit Facility agrees, in reliance upon the agreements of the other Revolving Credit Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, will issue, at the request of the Borrower, to issue Letters of Credit in Dollars under the Dollar Tranche or in Dollars or an Alternative Currency under the Multicurrency Tranche for the account of the Lux Borrower or any Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any other Loan Party Borrower or any Restricted Subsidiary on the terms a joint and conditions hereinafter set forth; provided that (iseveral basis with such Restricted Subsidiary) each Letter and to amend or renew Letters of Credit shall expire on previously issued by it, in accordance with Section 2.03(c), and (2) to honor drafts under the earlier of (A) the date one year after the date of issuance of such Letter Letters of Credit (or, in the case of any renewal or extension thereof (which may occur automatically), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior Revolving Credit Lenders under any Tranche severally agree to participate in Letters of Credit issued for the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank account of the applicable letters Lux Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of credit into a future credit facility)); Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (iiw) each the L/C Obligations of such L/C Issuer would exceed the Letter of Credit shall be in a stated amount Sublimit of at least $100,000 such L/C Issuer , (or such lesser amount as the applicable Issuing Bank shall agree); and (iiix) the Borrower may not request any Letter of Total Revolving Credit if, after giving effect to such issuanceOutstandings would exceed the Revolving Credit Facility, (Ay) the aggregate LC Exposure would exceed Outstanding Amount of the LC Commitment or (B) the aggregate Revolving Credit Exposure Loans of all Lenders would exceed any Lender under the Aggregate Revolving Commitment Amount. Each Revolving Lender shall be deemed to have purchasedapplicable Tranche, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to plus such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn Outstanding Amount of all L/C Obligations under such Tranche, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans under such Tranche would exceed such Lender’s Revolving Credit Commitment under such Tranche or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit on Sublimit. Within the date of issuance. Each issuance of a Letter foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) During the Availability Commitment Period, the Issuing Bank(i) each L/C Issuer, in reliance upon the agreements commitments of the other Lenders pursuant set forth herein, agrees (A) to subsections (d) and (e) of this Section, will issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower or any other Loan Party member of the Consolidated Group on any Business Day, (B) to amend or Restricted Subsidiary on renew Letters of Credit previously issued hereunder, and (C) to honor drafts under Letters of Credit; and (ii) each Lender irrevocably and unconditionally agrees to purchase from each L/C Issuer a participation interest in the terms and conditions hereinafter set forthLetters of Credit issued by such L/C Issuer hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after aggregate principal amount of L/C Obligations shall not exceed NINETY MILLION DOLLARS ($90,000,000) (as such amount may be increased or decreased in accordance with the date of issuance of such Letter of Credit (orprovisions hereof, in the case of any renewal or extension thereof (which may occur automatically“L/C Committed Amount”), one year after the date such renewal or extension becomes effective, so long as (x) the Borrower and the Issuing Bank have the option to prevent such renewal or extension prior to the effectiveness thereof and (y) neither the Issuing Bank nor the Borrower shall permit any such renewal or extension to extend any Letter of Credit beyond the date set forth in clause (B) below) and (B) the date that is five (5) Business Days prior an L/C Issuer shall not be obligated to the Revolving Commitment Termination Date (unless Cash Collateralized or otherwise backstopped in issue a manner reasonably acceptable to the applicable Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility)); (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank shall agree); and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure stated amount of the outstanding Letters of Credit issued by such L/C Issuer would exceed the LC Commitment or lesser of (Bx) 25% of the L/C Committed Amount and (y) the Revolving Commitment of such L/C Issuer in its capacity as Lender, (C) with regard to the Lenders collectively, the aggregate principal amount of Revolving Credit Exposure of all Lenders would Obligations shall not exceed the Aggregate Revolving Committed Amount, and (D) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Each Revolving Lender shall be deemed Subject to have purchasedthe terms and conditions hereof, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal Borrower’s ability to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter obtain Letters of Credit shall be deemed fully revolving, and accordingly the Borrower may obtain Letters of Credit to utilize the Revolving Commitment replace Letters of each Lender by an amount equal to the amount of such participationCredit that have expired or that have been drawn upon and reimbursed.