Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to, and shall not, issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai)(x) the L/C Obligations would exceed the L/C Commitment or (By) the aggregate stated amount of Letters of Credit issued by the Issuing Lender would exceed the Issuing Lender L/C Commitment Sublimit of the Issuing Lender, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Extensions of Credit shall be deemed to be a Letter plus the aggregate principal amount of Credit issued hereunder for outstanding Competitive Loans would exceed the account of the BorrowerTotal Commitments. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Schedule 3.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Section 5.1, such letters of credit shall constitute, on and after the Closing Date, Letters of Credit and shall be subject to and benefit from this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.3, agrees to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with Section 3.2(b), on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, (i) after giving effect to such issuance, (Ax) the Dollar Equivalent L/C Obligations Exposure would exceed the Dollar Equivalent Total L/C Commitment or Commitments, (By) the aggregate amount Dollar Equivalent of the Available Revolving Commitments Commitment at such time would be less than zero zero, or (iiz) such the Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, has been notified in writing at least one Business Day prior to the requested date of issuance thereof by the Borrower, the Administrative Agent or amendment of a Revolving Lender that the applicable Letter of Credit, that one or more applicable funding conditions contained set forth in Section 5.2 shall cannot have been satisfiedbe satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). On Unless otherwise agreed to by the Closing DateAdministrative Agent and the applicable Issuing Lender in their sole discretion, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section Subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Revolving Commitment Period but in no event later than the fifth day prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit shall be issued if, (i) after giving effect to such issuance, (Ai) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $200,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (B) Commitments of all the aggregate amount of Revolving Credit Lenders then in effect. Notwithstanding the Available Revolving Commitments would be less than zero or (ii) such foregoing, no Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior be required to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as but it may be extended), provided that in its sole discretion) issue any Letter of Credit with a one-year term may provide for if the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)aggregate maximum amount of all Letters of Credit issued by such Issuing Lender would exceed its L/C Commitment.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a2.26(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the period commencing on the Closing Date and ending 30 days prior to the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit, and no Revolving Credit Lender shall have any obligations to participate in any Letter of Credit, if, (i) after giving effect to such issuanceissuance or participation, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero; provided, further, that in no event shall Barclays, RBC, Bank of America, Credit Suisse, Deutsche Bank AG New York Branch, Bank of Montreal, Citizens, TD Securities or (ii) such Rabobank, or any of their respective offices, branches or Affiliates, in each case to the extent that it is an Issuing Lender shall have received written notice from the Administrative Agent or the Borrowerhereunder, at least one Business Day prior be required to the requested date of issuance or amendment of the applicable issue any trade Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the aggregate L/C Obligations would exceed the aggregate L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) the L/C Obligations of such Issuing Lender would exceed such Issuing Lender’s L/C Commitment; provided further that Barclays Bank PLC shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior only be required to the requested date of issuance or amendment of the applicable Letter issue standby Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Borrower Borrowers or any of their Restricted Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s L/C Commitment set forth on Schedule 3.1, (ii) the L/C Obligations would exceed the aggregate L/C Commitment Commitments or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a)3.4, agrees to issue letters of credit (the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the latest then applicable Revolving Termination Date (as it may be extended), Credit Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless the context shall otherwise require, on and after the Closing Date, Letters of Credit (as defined in and issued under the Existing Credit Agreement) shall be deemed Letters of Credit issued hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower (or any other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any internal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) Commitment at such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars and (ii) unless otherwise agreed to by the Issuing Lender, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless the Issuing Lender otherwise agrees).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower and its Subsidiaries and with the Borrower as the applicant on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) its L/C Obligations would exceed its L/C Commitment, (ii) the aggregate amount of L/C Obligations would exceed the aggregate amount of L/C Commitment Commitments or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or in any Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereofof the ASOT Credit Agreement, each Issuing the Lender, in reliance on the agreements of the other ASOT Revolving Credit Lenders set forth in Section 3.4(a)) of the ASOT Credit Agreement, agrees to cause the Issuing Lender to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the ASOT Revolving Credit Commitment Period in such form as may be approved from time to time by such the Lender and the Issuing Lender; provided that no Issuing that, the Lender shall issue not have any obligation to cause any Letter of Credit to be issued if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitment would be less than zero, (iii) the ASOT L/C Obligations would exceed the ASOT L/C Commitment or (iv) the aggregate amount of the ASOT Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Borrower shall not request the Issuing Lender shall to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $2,500,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may Date. The Issuing Lender shall not at any time be extended), provided that obligated to issue any Letter of Credit with a one-year term may provide for if such issuance would conflict with, or cause the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred Issuing Lender or any L/C Participant to in clause (y) above)exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a5.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the a Borrower on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerRevolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, issuance (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerBorrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal auto extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). On the Restatement Date, the Existing Letters of Credit will automatically, without any action of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Agreed Currencies and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) issuance, unless consented to by the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Issuing Lender; provided, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall periods; provided further, that in no the event extend any such Letter of Credit expires after or is renewed beyond the date referred that is five Business Days prior to in clause (y) above)the Revolving Termination Date, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date.

L/C Commitment. (a) Pursuant to the Existing Credit Agreement, the Issuing Lenders specified on Schedule 1.1C have issued the letters of credit described on Schedule 1.1C (the "Existing Letters of Credit"), which from and after the Closing Date shall continue to be "Letters of Credit" hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (together with the Existing Letters of Credit Credit, the "Letters of Credit") for the account of the Borrower Company on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that (i) no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount Total Revolving Extensions of Credit would exceed the Available Revolving Credit Commitments would be less than zero or of all Lenders and (ii) such no Issuing Lender shall issue any Letter of Credit unless it shall have received written notice from the General Administrative Agent or that the Borrower, at least one Business Day prior to the requested date issuance of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing such Letter of Credit shall be deemed to be a Letter will not violate the foregoing clause (i) of Credit issued hereunder for the account of the Borrowerthis proviso. Each Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in the foregoing clause (y) aboveof this proviso).

L/C Commitment. (a) (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a2.26(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the period commencing on the Closing Date and ending 30 days prior to the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit, and no Revolving Credit Lender shall have any obligations to participate in any Letter of Credit, if, (i) after giving effect to such issuanceissuance or participation, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero; provided, further, that in no event shall Barclays, RBC, Bank of America, Credit Suisse, Deutsche Bank AG New York Branch, Bank of Montreal, Citizens, TD Securities or (ii) such Rabobank, or any of their respective offices, branches or Affiliates, in each case to the extent that it is an Issuing Lender shall have received written notice from the Administrative Agent or the Borrowerhereunder, at least one Business Day prior be required to the requested date of issuance or amendment of the applicable issue any trade Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.07(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)applicable Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.04 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.05) and the other Loan Documents, including, without limitation, for purposes of Sections 3.06 through 3.11.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit after the day that is 30 days before the Revolving Termination Date; provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ax) the L/C Obligations would exceed the L/C Commitment or (By) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) (1) if such Letter of Credit is a standby Letter of Credit, the date that is five Business Days prior to the Revolving Termination Date, or (2) if such Letter of Credit is a commercial Letter of Credit, the date that is 30 days before the Revolving Termination Date and (as it may iii) be extended)payable upon presentation of sight drafts; provided, provided further, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or another Acceptable Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that (1) any Letter of Credit may have an expiry date later than the date referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (as it may be extendedor for any Letters of Credit issued after such date, the date of issuance), provided that the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and (2) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove (or, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower and its Subsidiaries and with the Borrower as the applicant on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or in any Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing L/C Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing L/C Lender; provided provided, that no the Issuing L/C Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter any Lender’s Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerwould exceed such Lender’s Commitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date; provided, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), and subject to the provisions relating to Extended Commitments in Section 2.25.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.20(d), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit ifto the extent that, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving 2020 Extended Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time.

L/C Commitment. (a) Subject to On the terms and subject to the conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on or after the Effective Date pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (periods, which shall in no event not extend beyond the date referred to in clause (y) above); provided further that any Letter of Credit may be extended until up to the twelve month anniversary of the Termination Date if the Borrower has, at least five Business Days prior to the Termination Date, delivered Cash Collateral with respect to such Letter of Credit to the Issuing Lender in an amount equal to 105% of the principal amount of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a)3.4, agrees to issue letters of credit (the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the latest then applicable Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless the context shall otherwise require, on and after the Restatement Effective Date, Letters of Credit (as defined in and issued under the Existing Credit Agreement) shall be deemed Letters of Credit issued hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to, and shall not, issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Extensions of Credit shall be deemed to be a Letter plus the aggregate principal amount of Credit issued hereunder for outstanding Competitive Loans would exceed the account of the BorrowerTotal Commitments. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Schedule 3.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Section 5.1, such letters of credit shall constitute, on and after the Closing Date, Letters of Credit and shall be subject to and benefit from this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit 1 Lenders set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit 1 Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit 1 Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the a Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the Restatement Effective Date (and for the avoidance of doubt, no Lender with a Non-Revolving Commitment, in its capacity as such, shall be deemed to have any participating interest in any Existing Letter of Credit from and after the Restatement Effective Date).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is understood that the letters of credit listed on Schedule 3.1 shall constitute “Letters of Credit” for the purposes of this Agreement and shall be deemed to have been issued under this Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) during the Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (B) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the BorrowerAgent, at least one Business Day prior in its sole discretion, to make Protective Advances pursuant to the requested date terms of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.3. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender). No more than 20 Letters of Credit shall be outstanding at any time.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Domestic Business Day during from the Revolving Commitment Period date hereof through the Termination Date in such form as may be approved from time to time by such the Issuing LenderBank; provided that no the Issuing Lender Bank shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate outstanding principal amount of Loans, plus the Available Revolving Commitments aggregate outstanding amount of L/C Obligations, would be less than zero or (ii) such Issuing Lender shall have received written notice from exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitments. Each Letter of Credit shall (i) be denominated in Dollars and dollars, (ii) be either (x) a standby letter of credit issued to support (I) obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital or other business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries (including, without limitation, to obtain insurance coverage) (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries (a "Commercial Letter of Credit"), (iii) expire no later than the earlier Termination Date in the case of a Standby Letter of Credit and no later than 30 days prior to the Termination Date in the case of a Commercial Letter of Credit and (xiv) the first anniversary of expire no later than 360 days after its date of issuance and (y) in the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any case of each Commercial Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Credit.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit Credit") for the account of the Parent Borrower and/or the Subsidiary --------- Borrower, as the case may be, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to -------- issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerBorrowing Base. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $500,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the -------- renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) during the Availability Period for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Obligations Total Revolving Extensions of Credit would exceed the L/C Commitment or (B) Line Cap, subject to the aggregate amount authority of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the BorrowerAgent, at least one Business Day prior in its sole discretion, to make Protective Advances pursuant to the requested date terms of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.3. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance (or such longer period as agreed to by the applicable Issuing Lender in its sole discretion) and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless such Letter of Credit has been cash collateralized or other arrangements backstopping such Letter of Credit have been made, in each case, reasonably satisfactory to the Issuing Lender).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) under customary “evergreen” provisions.

L/C Commitment. (a) Subject to On the terms and subject to the conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes of this Agreement and the other Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit ("U.S. Letters of Credit Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such U.S. Issuing Lender; provided provided, that no U.S. Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, (i) after giving effect to such issuance, (Ai) the U.S. L/C Obligations would exceed the U.S. L/C Sub-Commitment or (Bii) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedzero. On the Closing Date, each the Existing Letter Letters of Credit shall will automatically, without any action on the part of any Person, be deemed to be a Letter U.S. Letters of Credit issued hereunder for the account of the BorrowerU.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above).

L/C Commitment. (a) The Existing Letters of Credit issued under the Existing Credit Agreement prior to the Closing Date, if any, will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a2.10(a), agrees to issue letters of credit (together with the Existing Letters of Credit Credit, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Multicurrency Lenders set forth in Section 3.4(a5.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 5, together with the Existing Letters of Credit Credit, collectively, the "LETTERS OF CREDIT") for the account of the any Borrower on any Business Day during the Revolving Multicurrency Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) 3. the L/C Obligations would exceed the L/C Commitment or (B) 4. the aggregate amount of the Available Revolving Multicurrency Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Multicurrency Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a2.26(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Date, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall issue issue, amend, extend or renew any Letter of Credit if, (i) after giving effect to such issuance, amendment, extension or renewal, (Ai) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Share of the L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the L/C Commitment or and (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended)such fifth Business Day, provided that any the “Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveExpiration Date”).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower or any other Group Member on any Business Day during the Revolving Credit Commitment Period commencing on the Issuing Lender Availability Date and in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit Domestic L/C shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), provided Date; PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).the

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the Dollar Equivalent of the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or another freely-convertible currency acceptable to the Issuing Lender and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) (1) the date that is five Business Days prior to the Revolving Termination Date or (as it may be extended2) the date that is one year after the Revolving Termination Date, provided that no later than the 60th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit ifif (i) there is a termination of the Revolving Commitments pursuant to Section 9, (iii) after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment or (Biii) after giving effect to such issuance, the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) unless the Issuing Lender provides notice of non- renewal to the beneficiary of such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.07(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerLine Cap. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended)applicable Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.04 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.05) and the other Loan Documents, including, without limitation, for purposes of Sections 3.06 through 3.11.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (collectively, “Letters of Credit Credit”) for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the relevant Issuing Lender; provided that no Issuing Lender shall issue any Letter Letters of Credit for account of a Borrower if, (i) after giving effect to such issuance, (Ai) the sum of (x) the aggregate principal amount of all Loans to such Borrower outstanding at such time plus (y) the L/C Obligations of such Borrower would exceed such Borrower’s Sublimit, (ii) the Total Extensions of Credit would exceed the L/C Commitment Total Commitments or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (iA) be denominated in Dollars dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower or for the account of any Subsidiary (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the latest then applicable Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) under customary “evergreen” provisions.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a4.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower Company on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Scheduled Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding anything to the contrary herein, the Letter of Credit in the amount of $667,000 described on Schedule 4.1 hereto is deemed to be a "Letter of Credit" hereunder issued by Norwest Bank Colorado, NA ("Norwest"), and Norwest shall be deemed to be an "Issuing Lender" hereunder solely with respect to such Letter of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.25(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.7 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.8) and the other Loan Documents, including, without limitation, for purposes of Sections 3.9 through 3.14.

L/C Commitment. (a) Subject to the terms and -------------- conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any ----------------- Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing -------- Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter Total Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for at such time would exceed the account of the BorrowerBorrowing Base at such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may -------- provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the "Letters of Credit Credit") for the account of the Borrower on any Business 37 Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any such Letter of Credit shall be issued if, (i) after giving effect to such issuance, (Ai) the L/C Obligations plus the aggregate amount of Indebtedness outstanding at such time pursuant to Section 7.2(k) would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Three-Year Revolving Lenders set forth in Section 3.4(a2.11(a), agrees to issue letters of credit (together with the Existing Letters of Credit Credit, the "Letters of Credit") for the account of the Borrower Company (and, on a joint and several basis, any applicable Subsidiary Borrower), on any Business Day during the Three-Year Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment Sublimit or (Bii) the aggregate amount of the Available Three-Year Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $100,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Three-Year Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 2.8 (the "Existing Letters of Credit") shall be deemed to be "Letters of Credit" issued on the Closing Date for all purposes of this Agreement and the other Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit Credit”) for the account of the U.S. Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such U.S. Issuing Lender; provided provided, that no U.S. Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, (i) after giving effect to such issuance, (Ai) the U.S. L/C Obligations would exceed the U.S. L/C Sub Commitment or (Bii) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedzero. On the Closing Second Restatement Date, each the Existing Letter Letters of Credit shall will automatically, without any action on the part of any Person, be deemed to be a Letter U.S. Letters of Credit issued hereunder for the account of the BorrowerU.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any U.S. Letter of Credit with a one-one year term may provide for the renewal thereof for additional one-one year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is understood that the letters of credit listed on Schedule 3.1 shall constitute "Letters of Credit" for the purposes of this Agreement and shall be deemed to have been issued under this Agreement.

L/C Commitment. (a) Prior to the Closing Date, CIBC has issued the Existing Letter of Credit which, from and after the Closing Date, shall constitute a U.S. Letter of Credit hereunder. Subject to the terms and conditions hereof, each the U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("U.S. LETTERS OF CREDIT") for the account of the U.S. Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the U.S. Issuing Lender; provided PROVIDED that no the U.S. Issuing Lender shall not issue any U.S. Letter of Credit if, (i) after giving effect to such issuance, (Ai) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (Bii) the aggregate amount of the Available U.S. Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided PROVIDED that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Primary Borrower (or, from and after the Revolving Commitment Increase Date and subject to the limitations set forth in Section 2.25, the Additional Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during from the Effective Date until the Extending Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Extending Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit collectively, "Letters of Credit") for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the -------------- Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") ----------------- for the account of the any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to -------- issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that that, as reasonably acceptable to the Administrative Agent, any Letter -------- of Credit with a one-year or longer term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Tranche A Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Tranche A Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Tranche A Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Tranche A L/C Obligations would exceed the Tranche A L/C Commitment or (Bii) the aggregate amount of the Available Tranche A Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Tranche A Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Tranche A Revolving Termination Date (as it may be extended)Date, provided that any Tranche A Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby and sight commercial letters of credit (the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall issue issue, amend, extend or renew any Letter of Credit if, (i) after giving effect to such issuance, amendment, extension or renewal, (Ai) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the L/C Commitment (or, prior to the Full Availability Date, the Interim L/C Availability Amount) or (Biii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five fifth Business Days Day prior to the Revolving Scheduled Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each letter of credit outstanding under the Existing Credit Agreement shall be deemed, from and after the Closing Date, to be outstanding as a Letter of Credit hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby and, if agreed to by the applicable Issuing Lender, commercial letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Letter of Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date which is one year after the date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause subsection (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit ("Letters of Credit Credit") for the ----------------- account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time reasonably satisfactory to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter -------- of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the -------- renewal thereof for additional periods of up to one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each of the letters of credit described on Schedule 3.7 (which were issued prior to the Closing Date) (the "Existing Letters of Credit") shall be deemed to be, for all -------------------------- purposes of this Agreement and the other Loan Documents, Letters of Credit issued under this Agreement on the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit Credit”) for the account of the Borrower on any Business Day during from the Effective Date until the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit issued under and pursuant to the provisions of this Section 3.1(a).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five three Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Any Letter of Credit (as defined in the Existing Credit Agreement) that remains outstanding on the Closing Date shall continue to be a Letter of Credit hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe IssuingLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) for the account of the Borrower or the Subsidiaries listed on Schedule 3.1 (as such schedule may be updated from time to time to the satisfaction of the Issuing Lender), and to amend or extend Letters of Credit previously issued by it, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further, that in the event any such Letter of Credit is renewed beyond the date referred to in clause (y) above, such Letter of Credit shall be cash collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the Issuing Lender on or prior to the date that is five Business Days prior to the Revolving Termination Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a2.06(d)(i), agrees to issue letters of credit ("Letters of Credit Credit") for the account of Parent or any Subsidiary (including, to the Borrower extent not prohibited by Section 6.04, Unrestricted Subsidiaries) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit Credit”) for the account of any of the Borrower Borrowers (to support such Borrower’s obligations or the obligations of any of its Subsidiaries) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not have any obligation to issue any Letter of Credit for the account of any Borrower if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment aggregate amount of the Revolving Extensions of Credit owing by such Borrower would exceed the limit applicable Letter of Credit, that one or more applicable conditions contained to such Borrower set forth in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.4(c). Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a minimum face amount agreed by the Borrower and the Issuing Lender and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Extended Revolving Termination Date (as it may be extended)Date, provided provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The letters of credit described in Schedule 3.7 which are outstanding as of the date hereof shall be deemed to be issued by the Issuing Lender under this Agreement as of the Closing Date and shall be a Letter of Credit for all purposes hereof (other than Section 3.8) and the other Loan Documents, including, without limitation, for purposes of Sections 3.9 through 3.14.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderLender of a Class, in reliance on the agreements of the other Revolving Lenders of such Class set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) under the Revolving Commitments of such Class for the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations of both Classes taken together would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments of such Class would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination Date (as it may be extendedunless cash collateralized or backstopped, in each case in a manner agreed to by the Borrower and the Issuing Lender), ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.3, agrees to issue Letters of Credit for the account of either of the Borrower Borrowers or any of their Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with Section 3.2(b), on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). 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.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have an obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount sum of the Available Revolving Commitments Credit Exposures would be less than zero or (ii) such Issuing Lender shall have received written notice from exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedtotal Commitments. On the Closing Date, each Existing Each Letter of Credit shall be deemed to be issued under the Dollar Tranche Commitments or the Multi-Currency Commitments or a combination thereof, as determined by the Borrower in its request for the issuance of such Letter of Credit issued hereunder for pursuant to Section 3.02; provided no Issuing Lender shall have an obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the account sum of the BorrowerDollar Tranche Revolving Credit Exposures would exceed the total Dollar Tranche Commitments or (ii) the sum of the Multi-Currency Tranche Revolving Credit Exposures would exceed the total Multi-Currency Tranche Commitments. Each Letter of Credit shall (i) be denominated in Dollars dollars and (ii) expire no later than the earlier of (x) 365 days after the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Maturity Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the -------------- Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit ---------- Credit") for the account of the Borrower on any Business Day during the ------ Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days 15 calendar days prior to the Scheduled Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be subject to the International Standby Practices (1998). The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Legal Requirement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a3.04(b), agrees to issue standby letters of credit under the Commitments and the Alternate Currency Sublimit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Dollar Amount of all L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or the relevant Alternate Currency, (ii) be a standby letter of credit issued to support obligations of the Borrower, which are of a type for which Borrowings under the Commitments and/or the Alternate Currency Sublimit would be available and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue Letters letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period denominated in Dollars or an Alternative Currency in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-one- year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).. Each Letter of Credit shall be either (x) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower any Loan Party on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, if (i1) after giving effect to such issuance, (A) the L/C Obligations Exposure would exceed the Total L/C Commitments at such time, (2) after giving effect to such issuance, the sum of the L/C Commitment or (B) Exposure and the aggregate amount of outstanding Revolving Loans would exceed the Available Revolving Commitments would be less than zero Commitment at such time, or (ii3) such the Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, has been notified in writing at least one Business Day prior to the requested date of issuance thereof by Administrative Agent or amendment of a Lender that the applicable Letter of Credit, that one or more applicable funding conditions contained set forth in Section 5.2 shall cannot have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowersatisfied at such time. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Letter of Credit Maturity Date; provided that Letters of Credit may have termination dates that occur later than five Business Days prior to the Letter of Credit Maturity Date (as it may be extended), to the extent the Borrower shall have Cash Collateralized such Letters of Credit; provided further that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), and provided, further, that the Undrawn L/C Obligations in respect of each Letter of Credit which expires after the last day of the Revolving Credit Commitment Period shall be Fully Secured from and after such day.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters ------- of Credit Credit") for the account of the Borrower (or for the joint and several --------- account of the Borrower and any Domestic Subsidiary thereof, if so requested by the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter -------- of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may -------- provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit Credit”), for the account of the Borrower on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall issue issue, amend, extend or renew any Letter of Credit if, (i) after giving effect to such issuance, amendment, extension or renewal, (Ai) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Share of the L/C Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the L/C Commitment or and (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended)such fifth Business Day, provided that any the “Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveExpiration Date”).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderLenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees agree to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing LenderLenders; provided that no the applicable Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided, however no Issuing Lender shall have any obligation to (x) issue trade or commercial (as opposed to standby) Letters of Credit without its consent or (y) issue any Letter of Credit in an amount in excess of its Revolving Percentage of the L/C Commitment.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the L/C Arranger agrees to cause the Issuing LenderLender designated by it with respect to the Revolving Credit Facility, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3.1(a), “Revolving Credit Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the L/C Arranger and such Issuing Lender; provided provided, that the L/C Arranger shall have no obligation to cause such Issuing Lender shall to issue any Revolving Credit Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Revolving Credit L/C Obligations would exceed the Revolving Credit L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Revolving Credit Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower Company or any Borrowing Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Canadian Dollars, Euro or British Pound Sterling, as the case may be, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods of up to one year periods (which shall but in no event shall any such renewal extend beyond the date referred to in clause (y) above). The letters of credit identified on Schedule 3.1 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of this Agreement and the other Loan Documents.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the "Letters of Credit Credit") for the account of any of the Borrower Borrowers (to support such Borrower's obligations or the obligations of any of its Subsidiaries) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not have any obligation to issue any Letter of Credit for the account of any Borrower if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment aggregate amount of the Revolving Extensions of Credit owing by such Borrower would exceed the limit applicable Letter of Credit, that one or more applicable conditions contained to such Borrower set forth in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.4(c). Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended), Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Aggregate Funded Exposure would exceed the Borrowing Base then in effect, (ii) the L/C Obligations would exceed the L/C Commitment or (Biii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.3, agrees to issue letters of credit ("Letters of Credit Credit") for the account of either of the Borrower Borrowers on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Letters of Credit issued pursuant to the Existing Credit Agreement shall be deemed to be Letters of Credit hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, AUD, Euro, Sterling or any other currency agreed to by the Administrative Agent and the applicable Issuing Lender and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless consented to by the Issuing Lender and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended), Letter of Credit Expiration Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless the Borrower agreeagrees to Cash Collateralize or backstop or provide other credit support for such Letter of Credit prior to the Letter of Credit Expiration Date in a manner reasonably acceptable to the applicable Issuing Lender).

L/C Commitment. (a) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit, which, from and after the date hereof, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit Credit, collectively, "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in US Dollars or CDN Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; , provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Scheduled Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). On the Effective Date, each “Letter of Credit” under and as defined in the Existing Credit Agreement shall automatically, and without any action on the part of any Person, become a Letter of Credit hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters standby and documentary letters of Credit credit ("LETTERS OF CREDIT") for the account of the Borrower and, if applicable, CBI Distributing Corp. on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The Continuing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date (to the extent such Continuing Letters of Credit have not been fully drawn or have not expired or been terminated as of the Closing Date) and shall be Letters of Credit for all purposes hereof and the other Loan Documents.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a2.20(e), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower Gannett on any Business Day during the Revolving Five-Year Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit ifto the extent that, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Five-Year Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Five-Year Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Application therefore, whether or not such maximum face amount is in effect at such time.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.23(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit and the Existing Guaranteed Letters of Credit, collectively, the "Letters of Credit") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Credit Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other US Revolving Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower Company or any of its Subsidiaries on any Business Day during the Revolving Commitment Revolver Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of total US Revolving Credit Exposures would exceed the Available total US Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitments. Each Letter of Credit shall be issued under the US Revolving Commitments, (iii) be denominated in Dollars or a Multicurrency other than Dollars and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving then latest Termination Date (as it may be extended)applicable to the US Revolving Facility, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). 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 under the US Revolving Commitments hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a2.06(d)(i), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of Parent or any Subsidiary (including, to the Borrower extent not prohibited by Section 6.04, Unrestricted Subsidiaries) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended)Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.