Common use of Applications Clause in Contracts

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any . Without limiting the foregoing limitation regarding Letter of Credit with a 12-month tenor may provide for expiration dates, the renewal thereof for additional 12-month periods Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 102% of the aggregate amount of each Letter of Credit then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) ), or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); , provided that any Letter of Credit with a 12-month tenor may provide by its terms for the automatic renewal thereof for additional 12-12 month periods (which shall periods, but in no event extend beyond the date referred Maturity Date unless such Letter of Credit is Cash Collateralized in an amount equal to in clause (ii) above, unless an L/C Backstop has been provided to 103% of the L/C Obligations pursuant to documentation reasonably satisfactory to the Agent in which case such Letter of Credit shall expire no later than the date that is 15 days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit when issued would extend beyond the Maturity Date, Borrowers shall deliver to the Agent on the date such Letter of Credit is issued, Cash Collateral in an amount equal to 103% of the L/C Obligations pursuant to documentation reasonably satisfactory to the Agent and any L/C Issuer thereof)if not the Agent. Notwithstanding anything contained in any Application to the contrary: (ix) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (iiy) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the each Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the date 30 days prior to the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 103% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Section 2.7, Section 2.14 or Section 2.15, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)2.2. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 2.2(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time after the Escrow Release Date and before the Revolving Credit Termination Date, the L/C Issuer Issuers shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer Issuers thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the each L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Bank an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested Bank (each individually an “Application” and collectively the “Applications”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided . Subject to the L/C Issuer thereof). Notwithstanding anything contained in any Application other provisions of this subsection, the obligation of the Company to reimburse the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed Bank for the amount of any drawing drawings under a Letter of Credit as required pursuant shall be governed by the Application for such Letter of Credit. In the event a drawing is paid on a Letter of Credit and the Company has not notified the Bank by 11:00 a.m. (Chicago time) on the date when such drawing is paid that the Company intends to clause (c) of repay such reimbursement obligation with funds not borrowed under this Section 2.3Agreement, the Borrower’s Company shall be deemed to have irrevocably requested a Loan constituting a Base Rate Portion on such day in the amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the requirement that a Loan be in a certain minimum amount), which new Loan shall be applied to pay the reimbursement obligation then due. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by the Company (whether out of the proceeds of such a Loan or otherwise) for the amount the Bank pays on any amount drawn under a Letter of Credit issued hereunder by 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Company to reimburse the L/C Issuer Bank for the amount of such drawing paid shall bear interest (which the Borrower Company hereby promises to paypay on demand) from and after the date such the drawing is paid to but excluding until payment in full thereof at the date of reimbursement by the Borrower at a fluctuating rate per annum equal determined by adding 2% to the sum of 2.00% plus the Applicable Margin plus the Base Rate as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and for the actual number of days elapsed). Without limiting , (ii) the foregoing, the L/C Issuer’s obligation to issue a Company shall pay fees in connection with each Letter of Credit or increase as set forth in Section 3 hereof, and (iii) prior to the amount occurrence of an Event of Default the Bank will not call for the funding of a Letter of Credit is subject by the Company prior to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3)being presented with a drawing thereunder.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 103% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.04). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.01, (ii) hereofexcept as otherwise provided herein or in Sections 2.09, 2.14 or 2.15, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.06(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one (1) or more Letters of Credit in DollarsU.S. Dollars or any Alternative Currency, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the applicable Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrowers jointly and severally agree that if the expiration date of any Letter of Credit with a 12-month tenor may provide for is later than thirty (30) days prior to the renewal thereof for additional 12-month periods (which shall in no event extend beyond Revolving Credit Termination Date, the Borrowers shall, on or prior to the date referred to in clause thirty (ii30) above, unless an L/C Backstop has been provided days prior to the L/C Issuer thereof)Revolving Credit Termination Date, deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 103% of the aggregate amount of any such Letter of Credit. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 or Section 1.15 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ joint and several obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of a year the Applicable Margin for Eurocurrency Loans plus the Overnight Rate with respect to such unpaid amount. If the L/C Issuer issues any Letter of 365 Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or 366 days, as the case may be, and Required Lenders instruct the actual number of days elapsed). Without limiting the foregoingL/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrowers subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Revolving Credit Lender’s obligations to fund under Section 1.3(c) exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with the Borrowers or such Revolving Credit Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Revolving Credit Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or and ten (ii) five (510) Business Days prior to the Revolving Credit Termination DateDate (subject to automatic renewal for additional one year periods, if applicable), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, that any Letter of Credit with a 12-month tenor may provide for have an expiration date that is later than the renewal thereof for additional 12-month periods Revolving Credit Termination Date if the Borrower, within thirty (which shall in no event extend beyond 30) days of the date referred to in clause (ii) aboveRevolving Credit Termination Date, unless an L/C Backstop has been provided provides cash collateral to the L/C Issuer thereofin an amount equal to 103% of the face amount of such Letter of Credit. The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to the Minimum Collateral Amount (which shall be held by the Administrative Agent pursuant to the terms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Revolving Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Revolving Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7.1 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the applicable L/C Issuer shall, at the request of the BorrowerBorrowers’ Agent, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the such L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Termination Date (unless the Borrowers have provided Cash Collateral in compliance with the requirements of Section 4.5 as security for such Letter of Credit Termination Date, in an amount equal to 103% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof2.12(b), and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed); provided, however, that, after the occurrence and during the continuance of an Event of Default, upon the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders with written notice to the Borrowers, or upon acceleration, the interest on such drawing shall be equal to the foregoing rate per annum plus 2.0%. Without limiting the foregoing, the each L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.32.2). Notwithstanding anything herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrowers or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to the Defaulting Lender.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Lender an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Lender (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Lender for the drawings under a Letter of Credit requested shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (each an “Application”); provided that i) in the event the Lender is not reimbursed by the Company for the amount the Lender pays on any draft drawn under a Letter of Credit with a 12-month tenor may provide issued hereunder by 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Company to reimburse the Lender for the renewal thereof for additional 12-month periods amount of such draft paid shall bear interest (which shall in no event extend beyond the Company hereby promises to pay on demand) from and after the date referred the draft is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% to the Domestic Rate as from time to time in clause effect (computed on the basis of a year of 360 days for the actual number of days elapsed), (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3 hereof, (iii) except during the existence of a Default or an Event of Default, the Lender will not call for additional collateral security for the obligations of the Company under the Applications except as otherwise provided in Section 1.3(b) hereof, and (iiiv) if except during the L/C Issuer is existence of a Default or an Event of Default, the Lender will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to the terms or conditions of this Agreement (including the conditions set forth its due date) except as otherwise provided in Section 3.1 and the other terms of this Section 2.3)1.3(b) hereof.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond expiration dates later than the date referred that is thirty (30) days prior to in clause (ii) above, unless an the Termination Date if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after (x) the date that is thirty (30) days prior to the Termination Date or (y) 12 months after the current expiration date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit; provided, however, that, with respect to the foregoing clauses (i) and (ii), the L/C Issuer’s obligation to issue a Issuer may extend the expiration date of such Letter of Credit to a date of not more than one year beyond the Termination Date (any such Letter of Credit, an “Extended Letter of Credit”) if the Borrower and the L/C Issuer enter into arrangements for the Cash Collateralization or increase the amount backstop of a such Letter of Credit is in a manner satisfactory to the L/C Issuer no later than thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion); provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral or backstop with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion), such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with subsection (c) below, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, Date (unless the Borrower has provided Cash Collateral in compliance with the requirements of Section 4.5 as security for such Letter of Credit in an amount equal to 105% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof), and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Prime Rate from time to time in effect (computed on the basis of a year of 365 three hundred sixty-five (365) or 366 three hundred sixty-six (366) days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, the L/C issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond expiration dates later than the date referred that is thirty (30) days prior to in clause (ii) above, unless an the Termination Date if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsCredit, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of the Parent or one of its Subsidiaries, the Parent or such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter a standby letter of Credit requested credit (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 or 1.16 hereof or during the continuance of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of collateral security for the Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of 2.002% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans and (computed on B) if such Reimbursement Obligation is denominated in any Alternative Currency, equal to the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed)rate established pursuant to Section 1.10(b) hereof for Eurocurrency Loans denominated in an Alternative Currency. Without limiting the foregoing, the The L/C Issuer’s obligation Issuer agrees to issue a Letter amendments to the Letter(s) of Credit increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 6.2 hereof and the other terms of this Section 2.31.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) hereof exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with the Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender. In the event of any conflict between the terms of this Agreement and the terms of any L/C Document (other than this Agreement), the terms of this Agreement shall control.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer Issuers shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by Xxxxxxxx and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the such L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof2.11, and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the BorrowerXxxxxxxx’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoingIf Borrower so requests in any Application, the an L/C Issuer’s obligation Issuer may, in its sole discretion, agree to issue a Letter of Credit or increase that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the amount date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date which shall comply with this paragraph; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of the last sentence of this clause (b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is 30 days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. Each L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 4 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.32.2).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (ix) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance issuance) and each renewal(y) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond expiration dates later than the date referred that is thirty (30) days prior to in clause (ii) above, unless an the Termination Date if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after (x) the date that is thirty (30) days prior to the Termination Date or (y) 12 months after the current expiration date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit; provided, however, that, with respect to the foregoing clauses (i) and (ii), the L/C Issuer’s obligation to issue a Issuer may extend the expiration date of such Letter of Credit to a date of not more than one year beyond the Termination Date (any such Letter of Credit, an “Extended Letter of Credit”) if the Borrower and the L/C Issuer enter into arrangements for the Cash Collateralization or increase the amount backstop of a such Letter of Credit is in a manner satisfactory to the L/C Issuer no later than thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion); provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral or backstop with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion), such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with subsection (c) below, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the either Borrower, issue one (1) or more Letters of Credit in DollarsU.S. Dollars for the account of the U.S. Borrower and its Subsidiaries or Canadian Dollars for the account of the Canadian Borrower and its Subsidiaries, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by such Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 or Section 1.15 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by any Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation of the Borrower for whose account such Letter of Credit was issued to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin plus the U.S. Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting ) plus the foregoingApplicable Margin for U.S. Base Rate Loans, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a and (y) if such Letter of Credit is subject denominated in Canadian Dollars, equal to the terms sum of the CAD Base Rate from time to time in effect (computed on the basis of a year of 365 or conditions of this Agreement (including 366 days, as the conditions set forth in Section 3.1 case may be, and the other terms actual number of this Section 2.3).days elapsed) plus the Applicable Margin for CAD

Applications. At any time before the Revolving Credit Termination Date, the relevant L/C Issuer shall, at the request of the relevant Borrower, issue one (1) or more Letters of Credit (in DollarsU.S. Dollars in the case of U.S. Letters of Credit and either in U.S. Dollars or Canadian Dollars in the case of Canadian Letters of Credit), in a form and substance acceptable satisfactory to the relevant L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or sixty (ii60) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application for by the relevant Letter of Credit Borrower in the form then customarily prescribed by the such L/C Issuer for the Letter of Credit requested (each an “Application”); provided . Each Borrower agrees that if on the Termination Date any Letters of Credit issued for the account of such Borrower remain outstanding, such Borrower shall then deliver to Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 110% of the aggregate amount of each such Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided be held by Administrative Agent pursuant to the L/C Issuer thereofterms of Section 8.4). Notwithstanding anything contained in any Application to the contrary: (i) the relevant Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12, (ii) hereofexcept as otherwise provided in Sections 2.9, 2.19 or 2.20, unless an Event of Default exists, the relevant L/C Issuer will not call for the funding by the relevant Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the relevant L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the relevant Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the such Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to (x) in the case of a Letter of Credit issued in U.S. Dollars, the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting ) and (y) in the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount case of a Letter of Credit issued in Canadian Dollars, the sum of the Applicable Margin plus the Canadian Prime Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If a L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless such L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, such L/C Issuer will give such notice of non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the relevant Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either Administrative Agent or the Required Lenders (with notice to Administrative Agent) have given such L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Each L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the relevant Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 4 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (subject to rights of renewal for periods of up to 12 months each), provided no Letter of Credit by renewal or which are cancelable not otherwise may have an expiration date later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Wholly-owned Subsidiaries, such Wholly-owned Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear shall, subject to the provisions of Section 1.2(c) hereof, be converted to a Borrowing of a Base Rate Loan bearing interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding paid. If the L/C Issuer issues any Letter of Credit with an expiration date of reimbursement by that is automatically extended unless the Borrower at a rate per annum equal to L/C Issuer gives notice that the sum of 2.00% plus expiration date will not so extend beyond its then scheduled expiration date, unless the Applicable Margin plus Required Lenders instruct the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoingL/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be later than 30 days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, in its discretion or at the request of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the applicable L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) ), or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the Letter of Credit requested (each an “Application”); , provided that any Letter of Credit with a 12-month tenor may provide by its terms for the automatic renewal thereof for additional 12-12 month periods (which shall periods, but in no event extend beyond the date referred to described in clause (ii) above, of this subsection unless such Letter of Credit is Cash Collateralized in an L/C Backstop has been provided amount equal to 105% of the L/C Issuer thereof)Obligations pursuant to documentation reasonably satisfactory to the Agent in which case such Letter of Credit shall expire no later than the date that is 15 days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit when issued would extend beyond the Revolving Credit Termination Date, Borrowers shall deliver to the Agent on the date such Letter of Credit is issued, Cash Collateral in an amount equal to 105% of the L/C Obligations pursuant to documentation reasonably satisfactory to the Agent and the L/C Issuer. Notwithstanding anything contained in any Application to the contrary: (ix) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (iiy) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the each Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the applicable L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer Bank shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsU.S. Dollars and other currencies approved by the Bank, in a form and substance acceptable satisfactory to the L/C IssuerBank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding, the Borrower shall then deliver to the Bank, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Bank pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Section 2.8, unless an Event of Default exists, the Bank will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(b), the Borrower’s obligation to reimburse the L/C Issuer Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base U.S. Prime Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation The Bank agrees to issue a Letter amendments to the Letter(s) of Credit increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit or increase if so extended would be after the amount of a Letter of Credit date that is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).thirty

Applications. At Subject to Section 2.2(g), at any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) 2.11 hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required on the date such drawing is paid (including pursuant to clause (ca Borrowing under Section 2.4(c) of this Section 2.3hereof), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.32.2).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination DateDate (except to the extent the Borrower delivers Cash Collateral as set forth below), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that . If any L/C Issuer issues or has issued any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond an expiration date that occurs after the date referred to in clause thirty (ii30) above, unless an L/C Backstop has been provided days prior to the L/C Issuer thereofRevolving Credit Termination Date (or the expiration date of which is automatically extended to a date after the date thirty (30) days prior to the Revolving Credit Termination Date), the Borrower shall, not later than the date forty-five (45) days prior to the Revolving Credit Termination Date, deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 103% of the face amount of each such Letter of Credit, to be held in accordance with Section 9.4 hereof. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1(b), (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 (or 366 366, if applicable) days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after thirty (30) days prior to the Revolving Credit Termination Date (except to the extent Cash Collateralized as provided above), (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit denominated in U.S. Dollars, in a form reasonably satisfactory to the Borrower and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination DateDate (subject to the sentence below in respect of Letters of Credit with expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for expiration dates later than the renewal thereof for additional 12-month periods date that is thirty (which shall 30) days prior to the Revolving Credit Termination Date (but in no event extend beyond later than the date referred to in clause (iithat is one year after the Revolving Credit Termination Date) above, unless an if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit sixty (60) days prior to the Revolving Credit Termination Date in a manner reasonably satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit in accordance with Section 1.3(c) hereof, unless a Revolving Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to 365 days after the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an “Application”); provided provided, that with respect to any Letter of Credit with a 12-month tenor may provide for an expiration date that is later than the renewal thereof for additional 12-month periods (which Termination Date, the Borrowers shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided deliver to the L/C Issuer thereof)Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated in an Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a year Letter of Credit. If the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or 366 days, as the case may be, (iii) an Event of Default exists and the actual number Required Lenders have given the L/C Issuer instructions not to so permit the extension of days elapsed)the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 8.2 and the other terms of this Section 2.3)1.2 and the L/C Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond expiration dates later than the date referred that is thirty (30) days prior to in clause (ii) above, unless an the Termination Date if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner reasonably satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer Reimbursement Obligations for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date unless such Letter of Credit is addressed in accordance with the provisions of the proviso of the final sentence of this Section 1.3(b), (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and the Required Lenders (or the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 5 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond expiration dates later than the date referred that is thirty (30) days prior to in clause (ii) above, unless an the Termination Date if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner reasonably satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer Reimbursement Obligations for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date unless such Letter of Credit is addressed in accordance with the provisions of the proviso of the final sentence of this Section 1.3(b), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and the Required Lenders (or the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the Revolving Line of Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance reasonably acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Line of Credit Termination Date, in an aggregate face amount as requested by not to exceed the Borrower subject to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.001.0% plus the higher of (x) the Applicable Margin plus the Base Rate from time to time in effect and (y) the per annum rate of interest applicable to Fixed Rate Loans hereunder (in each case computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerBorrower and with notice to the Administrative Agent, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C IssuerIssuer and otherwise in compliance with the provisions of this Agreement, with expiration dates no later than the earlier of (i) 12 twelve (12) months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or and (ii) five the date which is thirty (530) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to 365 days after the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an “Application”); provided provided, that with respect to any Letter of Credit with a 12-month tenor may provide for an expiration date that is later than the renewal thereof for additional 12-month periods (which Termination Date, the Borrowers shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided deliver to the L/C Issuer thereof)Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated in an Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a year Letter of Credit. If the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or 366 days, as the case may be, (iii) an Event of Default exists and the actual number Required Lenders have given the L/C Issuer instructions not to so permit the extension of days elapsed)the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 8.2 and the other terms of this Section 2.3)1.2 and the L/C Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit denominated in U.S. Dollars, in a form reasonably satisfactory to the Borrower and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for expiration dates later than the renewal thereof for additional 12-month periods date that is thirty (which shall 30) days prior to the Termination Date (but in no event extend beyond later than the date referred to in clause (iithat is one year after the Termination Date) above, unless an if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit sixty (60) days prior to the Termination Date in a manner reasonably satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit in accordance with Section 1.3(c) hereof, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the latest Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsDollars or an Alternative Currency, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the latest Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus applicable to Revolving USD Loans (in the case of Revolving USD Lenders) or Revolving Multicurrency Loans (in the case of Revolving Multicurrency Lenders) plus, in the case of amounts denominated in Dollars, the Base Rate Rate, and Adjusted LIBOR for a one-month Interest Period, in the case of amounts denominated in an Alternative Currency from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Bank an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Bank for the drawings under a Letter of Credit requested shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (each an “Application”); provided that i) in the event the Bank is not reimbursed by the Company for the amount the Bank pays on any draft drawn under a Letter of Credit with a 12-month tenor may provide issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the Company to reimburse the Bank for the renewal thereof for additional 12-month periods amount of such draft paid shall bear interest (which shall in no event extend beyond the Company hereby promises to pay on demand) from and after the date referred the draft is paid until payment in full thereof at the rate per annum determined by adding 2% to the Domestic Rate as from time to time in clause effect, (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2 hereof, (iii) except as otherwise provided in Sections 3 and 4 hereof, prior to the occurrence of a Default or an Event of Default the Bank will not call for additional collateral security for the obligations of the Company under the Applications other than the collateral security contemplated by this Agreement and the Collateral Documents and collateral security consisting of rights in goods (or documents of title evidencing the same) financed under such Applications, and (iiiv) if except as otherwise provided in Sections 3 and 4 hereof, prior to the L/C Issuer is occurrence of a Default or an Event of Default the Bank will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3its due date).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.31.6 hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or increase (iii) a Default or an Event of Default is then continuing and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been termi-nated, or increase (iii) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender's obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer's risk with respect to such Lender.

Applications. At any time after the Amendment and Restatement Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuers shall, at the request of the a Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the such Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer Issuers thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s Borrowers’ obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower Borrowers at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the each L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the latest Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsDollars or an Alternative Currency, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the latest Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate Rateapplicable to Revolving USD Loans (in the case of Revolving USD Lenders) or Revolving Multicurrency Loans (in the case of Revolving Multicurrency Lenders) plus, in the case of amounts denominated in Dollars, the Base Rate, and Adjusted LIBOR for a one-month Interest Period, in the case of amounts denominated in an Alternative Currency from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause paragraph (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause paragraph (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.003.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in customary form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed), provided that the Borrower’s obligation to reimburse the L/C Issuer for such drawing may be satisfied pursuant to Section 2.4(c) hereof. Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.32.2).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer Bank (or one of its Affiliates) shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C IssuerBank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if ten (10) days prior to the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Bank, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Bank pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1(b), (ii) hereofexcept as otherwise provided herein or in Section 2.8, unless an Event of Default exists, the Bank will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(b), the Borrower’s obligation to reimburse the L/C Issuer Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoing, the L/C Issuer’s obligation to issue a Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the Revolving Credit Commitment has been terminated, or increase (ii) an Event of Default exists. The Bank agrees to issue amendments to the amount of a Letter Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the relevant Revolving Credit Termination Date (including, for the avoidance of doubt, on the Closing Date), the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in form and substance Canadian Dollars or such other currency as is acceptable to the L/C IssuerIssuer (Canadian Dollars and such other currencies acceptable to the L/C Issuer from time to time are referred to herein as “Eligible Foreign Currencies”), in a form reasonably satisfactory to the L/C Issuer and the Borrower, with expiration dates (or which are cancelable) no later than the earlier of (ix) 12 months from the date of issuance issuance, or such later time as may be agreed by the L/C Issuer (or provided, that any Letter of Credit may provide for automatic renewals thereof for additional 12 month periods, which are cancelable not later than additional 12 months from month periods shall in no event extend beyond the date of issuance referred to in clause (y) below unless other provisions or arrangements reasonably satisfactory to the L/C Issuer have been made) and each renewal(y) or ten (ii) five (510) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (aSection 1.3(a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower, and, if such Letter of Credit is for the account of one of the Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided ) (provided, that no Application shall contain any Letter of Credit with a 12-month tenor may provide for representations, warranties, covenants, undertakings, defaults or security other than by reference to those set forth in this Agreement or the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereofSecurity Agreement). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, 2.1 hereof and (ii) if except as otherwise provided in Section 1.9(b)(iv) and (b)(vi) hereof, before the occurrence and continuance of an Event of Default, the L/C Issuer is will not timely reimbursed call for the amount funding by the Borrower of any drawing amount under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse before being presented with a drawing thereunder. If the L/C Issuer for issues any Letter of Credit with an expiration date that is automatically extended unless the amount of such drawing shall bear interest (which L/C Issuer gives notice that the Borrower hereby promises to pay) from and after expiration date will not so extend beyond its then scheduled expiration date, then unless the date such drawing is paid to but excluding Required Lenders instruct the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoingL/C Issuer otherwise, the L/C Issuer’s obligation Issuer shall give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is ten (10) Business Days prior to the relevant Revolving Credit Termination Date, (ii) the Revolving Credit Commitments of such Class have been terminated, or increase (iii) a Default or an Event of Default has occurred and is continuing and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to permit the extension of the expiration date of such Letter of Credit, unless in each case, other provisions or arrangements reasonably satisfactory to the L/C issuer have been made. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower, subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7.1 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination DateDate unless Borrower shall have backstopped such Letter of Credit in a manner reasonably satisfactory to the L/C Issuer or shall have Cash Collateralized the applicable Letter of Credit, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12, (ii) hereofexcept as otherwise provided in Section 2.9 or Section 2.17, unless an Event of Default exists, the L/C Issuer will not call for the funding by Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is five (5) days prior to the Revolving Credit Termination Date unless Borrower shall have Cash Collateralized the applicable Letter of Credit or increase the amount of a backstopped such Letter of Credit is in a manner reasonably satisfactory to the L/C Issuer, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders (or the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 4 and the other terms of this Section 2.3)2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the BorrowerCompany (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof), issue one (1) or more Letters of Credit in DollarsCredit, in a form and substance acceptable satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by not to exceed the Borrower subject to L/C Sublimit and the limitations set forth in clause (a) of this Section 2.3, relevant Applicable Issuer’s Cap upon the receipt of a duly executed an application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Applicable Issuer for the type of Letter of Credit requested in question, duly executed by the Borrower for whose account such Letter of Credit was issued (each an “Application”); provided that any . Notwithstanding anything contained herein to the contrary, the applications executed by the Borrowers with respect to the Existing Letters of Credit shall each constitute an “Application” herein. Each Letter of Credit with a 12-month tenor may provide issued hereunder shall (a) be payable, as determined by the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (b) expire not later than (i) the Termination Date for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause Letters of Credit issued by Bank of Montreal and (ii) above, unless an L/C Backstop has been provided the date which is five days prior to the L/C Termination Date for Letters of Credit issued by an Applicable Issuer thereof)other than Bank of Montreal; provided, that in the sole discretion of the Agent and the Applicable Issuer, one or more Letters of Credit may be issued and renewed with an expiration date after the Termination Date (but no later than one year after the Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Termination Date cash collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 105% of the face amount of such Letters of Credit. Notwithstanding anything contained in any Application to the contrary: , (i) the Borrower shall applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b3.3 hereof, (ii) except as otherwise provided in Section 3.5 hereof, prior to the existence of an Event of Default, the Applicable Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of collateral security (other than the Collateral, if any, and the Guarantees) for the Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iiiii) if the L/C Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect (computed on effect. The Issuer will promptly notify the basis Agent of each request for a Letter of Credit and of the issuance of a year Letter of 365 or 366 days, as the case may be, Credit and the actual number Agent shall promptly thereafter so notify each of days elapsedthe Lenders. If an Issuer issues any Letters of Credit with expiration dates that are automatically extended unless such Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date unless the Borrowers provide cash collateral in accordance with this Section 1.3(b), (ii) the Total Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and 6, the other terms of this Section 2.3)1.3 and the other provisions of this Agreement and such Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Required Lenders notify such Issuer of any Default or Event of Default that is continuing and direct the Issuer not to take such action. Notwithstanding anything contained herein to the contrary, the Applicable Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Applicable Issuer has entered into arrangements with the Company or such Lender satisfactory to the Applicable Issuer to eliminate the Applicable Issuer’s risk with respect to such Lender.

Applications. At any the time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request Company (acting on behalf of the applicable Borrower, ) requests an Issuing Agent to issue one (1) or more Letters a Letter of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Datefirst issuance of a Letter of Credit, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt case of a duly executed continuing application) for the account of any Borrower, such Borrower (jointly with any other Borrower if such other Borrower elects in its discretion) shall execute and deliver to such Issuing Agent an application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer such Issuing Agent for the a Letter of Credit of the type requested (individually an "Application" and collectively the "Applications"). Each Issuing Agent shall provide the Company and each an “Application”); provided Bank with copies of any new form of Application that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred may, from time to in clause (ii) abovetime, unless an L/C Backstop has been provided to the L/C Issuer thereof)be adopted by such Issuing Agent. Notwithstanding anything contained in any Application to the contrary: , (i) each Borrower executing the Borrower Application for a Letter of Credit shall be jointly and severally liable for all L/C Obligations in respect of such Letter of Credit (nothing herein contained to impair or otherwise affect the joint and several liability under Section 16 hereof of the Guarantors), (ii) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b6.2 hereof, (iii) before the occurrence of an Event of Default, neither Issuing Agent will call for the funding by a Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, (iv) upon the occurrence of the Revolving Credit Termination Date, the full amount then available for drawing under all outstanding Letters of Credit shall be immediately due and payable in the manner described in Section 13.4 hereof, and and (iiv) if the L/C Issuer an Issuing Agent is not timely reimbursed in accordance with Section 1.3(e) hereof (whether out of the proceeds of a Loan, including a Committed Revolving Loan made pursuant to Section 2.2(c) hereof or otherwise) for the amount of any drawing paid by such Issuing Agent under a Letter of Credit on the date such drawing is paid, the joint and several obligation of the applicable Borrowers (determined as required pursuant to set forth in clause (ci) of this Section 2.3, the Borrower’s obligation sentence) to reimburse the L/C Issuer such Issuing Agent for the amount of such drawing shall bear interest (which the Borrower such Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).to:

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject set forth above up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Adjusted Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Lender an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Lender (individually an “Application” and collectively the “Applications”). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Lender for the drawings under a Letter of Credit requested shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (each an “Application”); provided that i) in the event the Lender is not reimbursed by the Company for the amount the Lender pays on any drawing made under a Letter of Credit with a 12-month tenor may provide issued hereunder by 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Company to reimburse the Lender for the renewal thereof for additional 12-month periods amount of such drawing shall bear interest (which shall in no event extend beyond the Company hereby promises to pay on demand) from and after the date referred the draft is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2.0% to the Base Rate as from time to time in clause effect (computed on the basis of a year of 360 days for the actual number of days elapsed), (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3 hereof, (iii) except during the existence of a Default or an Event of Default, the Lender will not call for additional collateral security for the obligations of the Company under the Applications except as otherwise provided in Section 1.3(b) hereof, and (iiiv) if except during the L/C Issuer is existence of a Default or an Event of Default, the Lender will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit by the Company prior to being presented with a drawing thereunder (or, in the event the drawing is subject a time draft, prior to the terms or conditions of this Agreement (including the conditions set forth its due date) except as otherwise provided in Section 3.1 and the other terms of this Section 2.3)1.3(b) hereof.

Applications. At any time before the Revolving Credit Termination Date, the relevant L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is also for the account of one of its Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.4 hereof, (ii) hereofbefore the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless (x) all of the Banks (in the case of clauses (i) and (ii) below) or (y) the Required Banks (in the case of clause (iii) below) instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Agent, at the request or with the consent of a the Required Banks, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.8.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates (unless otherwise agreed by the Required Lenders) no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (ii10) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (ii10) five (5) Business Days days prior to the Revolving Credit Termination DateDate (except to the extent the Borrower delivers Cash Collateral as set forth below), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that . If any L/C Issuer issues or has issued any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond an expiration date that occurs after the date referred to in clause ten (ii10) above, unless an L/C Backstop has been provided days prior to the L/C Issuer thereofRevolving Credit Termination Date (or the expiration date of which is automatically extended to a date after the date ten (10) days prior to the Revolving Credit Termination Date), the Borrower shall, not later than the date ten (10) days prior to the Revolving Credit Termination Date, deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the face amount of each such Letter of Credit, to be held in accordance with Section 9.4 hereof. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1(b), (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 or 360 days, as the case may be, and the actual number of days elapsedelapsed as further set forth in Section 2.4(a) hereof). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after ten (10) days prior to the Revolving Credit Termination Date (except to the extent Cash Collateralized as provided above), (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 10 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of the Guarantors, such Guarantor for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Evergreen Letter of Credit, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give notice of non-renewal before the time necessary to issue a prevent an automatic extension of such Evergreen Letter of Credit or increase if before such required notice date: (i) the amount expiration date of a such Letter of Credit is if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (iA) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (B) except as otherwise provided herein or in Section 1.6 or Section 1.13 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiC) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (cotherwise provided for in Section 1.4(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (A) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (B) the Commitments have been terminated, or increase (C) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.31.1(b).

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 18 months from the date of issuance (or which are cancelable not later than 12 18 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is also for the account of MAF Developments (or any joint venture in which MAF Developments is a partner), MAF Developments for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) hereofexcept as otherwise provided herein, unless an Event of Default exists, the L/C Issuer will not call for additional collateral security for the obligations of the Borrower under the Applications, (iii) except as otherwise provided herein, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiv) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue prevent such automatic extension if before such required notice date: (i) the Revolving Credit Commitments have been terminated or (ii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. For any Letter of Credit requested with an expiry date extending beyond the Revolving Credit Termination Date, the Borrower hereby agrees to (i) deposit cash with the Administrative Agent on or before the Revolving Credit Termination Date in an amount equal to the aggregate amount of such Letter of Credit or increase (ii) deposit with the Administrative Agent on or before the Revolving Credit Termination Date investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America in amounts and with such maturities as are acceptable to the Administrative Agent, in each case to be held in the Collateral Account referred to in Section 8.4 hereof as collateral security for any and all Obligations pursuant to the terms thereof; provided that if the amount of a any such Letter of Credit is thereafter reduced, so long as no Event of Default exists, at the request of the Borrower, the Administrative Agent will promptly return any cash or investments in the Collateral Account, and any proceeds or earnings on such cash and investments, in excess of the remaining amount of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 6 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time after the Amendment and Restatement Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuers shall, at the request of the a Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the such Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the Letter of Credit requested (each each, an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer Issuers thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the applicable L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s Borrowers’ obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower Borrowers at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the each L/C Issuer’s obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).

Applications. (i) At any time before the relevant Revolving Credit Termination Date (including, for the avoidance of doubt, on the Closing Date), the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in form and substance Canadian Dollars or such other currency as is acceptable to the L/C IssuerIssuer (Canadian Dollars and such other currencies acceptable to the L/C Issuer from time to time are referred to herein as “Eligible Foreign Currencies”), in a form reasonably satisfactory to the L/C Issuer and the Borrower, with expiration dates (or which are cancelable) no later than the earlier of (ix) 12 months from the date of issuance or last extension, or such later time as may be agreed by the Required Revolving Lenders and (or which are cancelable not later than 12 months from the date of issuance and each renewaly) or seven (ii) five (57) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.31.3(a), upon the receipt of a an application duly executed application by the Borrower, and, if such Letter of Credit is for the account of one of the Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, 2.1 and (ii) if except as otherwise provided in Section 1.9(b)(ivv) and (b)(vivii), before the occurrence and continuance of an Event of Default, the L/C Issuer is will not timely reimbursed call for the amount funding by the Borrower of any drawing amount under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the before being presented with a drawing thereunder. The L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises agrees to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal issue amendments to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter Letter(s) of Credit increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower, subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7.1 and the other terms of this Section 2.3)1.3. (ii) If the Borrower so requests in any applicable Application, the L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”) in accordance with the provisions hereof; provided that, any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, but which date shall be at least ten (10) Business Days prior to the maturity of such Auto-Extension Letter of Credit. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit expiration date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.1 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination DateDate unless Borrower shall have backstopped such Letter of Credit in a manner reasonably satisfactory to the L/C Issuer or shall have Cash Collateralized the applicable Letter of Credit, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12, (ii) hereofexcept as otherwise provided in Section 2.9 or Section 2.17, unless an Event of Default exists, the L/C Issuer will not call for the funding by Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is five (5) days prior to the Revolving Credit Termination Date unless Borrower shall have Cash Collateralized the applicable Letter of Credit or increase the amount of a backstopped such Letter of Credit is in a manner reasonably satisfactory to the L/C Issuer, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders (or the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 4 and the other terms of this Section 2.3). Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 2.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any the time before a Borrower requests a Letter of Credit to be issued (or prior to the Revolving Credit Termination Date, the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form such Borrower shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Bank an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank (individually an “Application” and collectively the “Applications”). Subject to the other provisions of this subsection, the obligation of such Borrower to reimburse the Bank for the drawings under a Letter of Credit requested (each an “Application”); provided that any shall be governed by the Application for such Letter of Credit with a 12-month tenor may provide for Credit. Anything contained in the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided Applications to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: contrary notwithstanding, (i) the Borrower Borrowers shall be jointly and severally liable for all obligations owing under each Application, (ii) in the event the Bank is not reimbursed by the Borrowers for the amount the Bank pays on any drawing under a Letter of Credit issued hereunder by 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrowers to reimburse the Bank for the amount of such drawing paid shall bear interest (which the Borrowers jointly and severally hereby promise to pay on demand) from and after the date the drawing is paid until payment in full thereof at the rate per annum determined by adding 2.0% to the sum of the Base Rate as from time to time in effect plus the Applicable Margin, (ii) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) 3 hereof, and (iiiii) if except as otherwise provided in Section 3 hereof, prior to the L/C Issuer is occurrence of an Event of Default, the Bank will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit is subject by the Borrowers prior to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3)being presented with a drawing thereunder.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination DateDate unless Borrower shall have backstopped such Letter of Credit in a manner reasonably satisfactory to the L/C Issuer or shall have Cash Collateralized the applicable Letter of Credit, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.12, (ii) hereofexcept as otherwise provided in Section 2.9 or Section 2.17, unless an Event of Default exists, the L/C Issuer will not call for the funding by Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the BorrowerXxxxxxxx’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is five (5) days prior to the Revolving Credit Termination Date unless Borrower shall have Cash Collateralized the applicable Letter of Credit or increase the amount of a backstopped such Letter of Credit is in a manner reasonably satisfactory to the L/C Issuer, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders (or the Administrative Agent at their direction) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 4 and the other terms of this Section 2.3)2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. (i) At any time before the relevant Revolving Credit Termination Date (including, for the avoidance of doubt, on the Closing Date), the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in form and substance Canadian Dollars or such other currency as is acceptable to the L/C IssuerIssuer (Canadian Dollars and such other currencies acceptable to the L/C Issuer from time to time are referred to herein as “Eligible Foreign Currencies”), in a form reasonably satisfactory to the L/C Issuer and the Borrower, with expiration dates (or which are cancelable) no later than the earlier of (ix) 12 months from the date of issuance or last extension, or such later time as may be agreed by the Required Revolving Lenders and (or which are cancelable not later than 12 months from the date of issuance and each renewaly) or seven (ii) five (57) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (aSection 1.3(a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower, and, if such Letter of Credit is for the account of one of the Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, 2.1 hereof and (ii) if except as otherwise provided in Section 1.9(b)(iv) and (b)(vi) hereof, before the occurrence and continuance of an Event of Default, the L/C Issuer is will not timely reimbursed call for the amount funding by the Borrower of any drawing amount under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the before being presented with a drawing thereunder. The L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises agrees to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal issue amendments to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter Letter(s) of Credit increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower, subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7.1 hereof and the other terms of this Section 2.3)1.3. (ii) If the Borrower so requests in any applicable Application, the L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”) in accordance with the provisions hereof; provided that, any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, but which date shall be at least ten (10) Business Days prior to the maturity of such Auto-Extension Letter of Credit. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit expiration date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.1 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 10 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of the Guarantors, such Guarantor for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) hereofexcept as otherwise provided in Section 1.8 hereof or unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Evergreen Letter of Credit, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give notice of non-renewal before the time necessary to issue a prevent an automatic extension of such Evergreen Letter of Credit or increase if before such required notice date: (i) the amount expiration date of a such Letter of Credit is if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit denominated in U.S. Dollars, in a form reasonably satisfactory to the Borrower and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Termination Date (subject to the sentence below in respect of Letters of Credit Termination Datewith expiration dates that are automatically extended), in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided provided, however, that any Letter the L/C Issuer may issue Letters of Credit with a 12-month tenor may provide for expiration dates later than the renewal thereof for additional 12-month periods date that is thirty (which shall 30) days prior to the Termination Date (but in no event extend beyond later than the date referred to in clause (iithat is one year after the Termination Date) above, unless an if the Borrower and the L/C Backstop has been provided Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit sixty (60) days prior to the Termination Date in a manner reasonably satisfactory to the L/C Issuer thereof)Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit in accordance with Section 1.3(c) hereof, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as required pursuant to clause (ccontemplated by the last sentence of Section 1.3(c) of this Section 2.3hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) 10 Business Days prior to the Revolving Credit Termination Date, Date (unless the Borrower has provided Cash Collateral in compliance with the requirements of Section 4.5 or a backup letter of credit from an issuer reasonably acceptable to the Administrative Agent as security for such Letter of Credit in an amount equal to 103% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof), and (ii) if the L/C Issuer is not timely reimbursed as required by this Agreement for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of until such reimbursement by the Borrower is made at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed); provided, however, that, after the occurrence and during the continuance of an Event of Default, upon the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders with written notice to the Borrower, or upon acceleration, the interest on such drawing shall be equal to the foregoing rate per annum plus 2.00%. Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, the L/C issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender.

Applications. At any the time before either Borrower requests each Letter of Credit to be issued (or prior to the Revolving Credit Termination Date, the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form such Borrower shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Agent an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer for Agent (individually an "Application" and collectively the Letter of Credit requested (each an “Application”"Applications"); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided . Subject to the L/C Issuer thereof). Notwithstanding anything contained in any Application other provisions of this subsection, the obligation of such Borrower to reimburse the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, and (ii) if the L/C Issuer is not timely reimbursed Agent for the amount of any drawing drawings under a Letter of Credit as required pursuant shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to clause the contrary notwithstanding, (ci) the Borrowers shall be jointly and severally liable for all obligations in respect of this Section 2.3each Letter of Credit, (ii) in the event the Agent is not reimbursed by the Borrowers for the amount the Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the Borrower’s obligation of the Borrowers to reimburse the L/C Issuer Agent for the amount of such drawing draft paid shall bear interest (which the Borrower Borrowers hereby promises promise to paypay on demand) from and after the date such drawing the draft is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a fluctuating rate per annum equal determined by adding 2% to the sum of 2.00% plus the Applicable Margin plus the Base Domestic Rate as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and days for the actual number of days elapsed). Without limiting , (iii) the foregoing, the L/C Issuer’s obligation to issue a Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (iv) except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default or increase an Event of Default the amount Agent will not call for additional collateral security for the obligations of the Borrowers under the Applications, (v) except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter of Credit by the Borrowers prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to its due date) and (vi) before making payment on a drawing under a Letter of Credit, the terms or conditions Agent will notify a Company of this Agreement (including such drawing, together with notice of the conditions set forth in Section 3.1 amount of such payment and the other terms date such payment is expected to be made (which payment date may be the same date as such notice is given in the case of this Section 2.3a drawing under a commercial Letter of Credit). The Borrowers hereby irrevocably authorize the Agent to charge, while any Event of Default is continuing, any of either Borrower's deposit accounts maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. (i) At any time before the relevant Revolving Credit Termination Date (including, for the avoidance of doubt, on the Closing Date), the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in form and substance Canadian Dollars or such other currency as is acceptable to the L/C IssuerIssuer (Canadian Dollars and such other currencies acceptable to the L/C Issuer from time to time are referred to herein as “Eligible Foreign Currencies”), in a form reasonably satisfactory to the L/C Issuer and the Borrower, with expiration dates (or which are cancelable) no later than the earlier of (ix) 12 months from the date of issuance or last extension, or such later time as may be agreed by the Required Revolving Lenders and (or which are cancelable not later than 12 months from the date of issuance and each renewaly) or seven (ii) five (57) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (aSection 1.3(a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower, and, if such Letter of Credit is for the account of one of the Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof, 2.1 hereof and (ii) if except as otherwise provided in Section 1.9(b)(iii) and (b)(v) hereof, before the occurrence and continuance of an Event of Default, the L/C Issuer is will not timely reimbursed call for the amount funding by the Borrower of any drawing amount under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the before being presented with a drawing thereunder. The L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises agrees to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal issue amendments to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter Letter(s) of Credit increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower, subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7.1 hereof and the other terms of this Section 2.3)1.3. (ii) If the Borrower so requests in any applicable Application, the L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”) in accordance with the provisions hereof; provided that, any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, but which date shall be at least ten (10) Business Days prior to the maturity of such Auto-Extension Letter of Credit. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit expiration date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.1 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Revolving Lender’s obligations to fund under Section 1.3(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Revolving Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Revolving Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsCredit, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are be cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required on the date such drawing is paid (including without limitation pursuant to clause (c) of this a Borrowing hereunder after notice to the Borrower as provided in Section 2.31.3(c), the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, 360 days and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Administrative Agent an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Administrative Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Administrative Agent for the drawings under a Letter of Credit requested (each an “Application”); provided that a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Administrative Agent is not reimbursed (including reimbursement out of the proceeds of a Revolving Credit Loan made by virtue of Section 1.5(b) hereof) by the Company for the amount the Administrative Agent pays on any draft drawn under a Letter of Credit with a 12-month tenor may provide for by 11:00 a.m. (Chicago time) on the renewal thereof for additional 12-month periods date when such drawing is paid, the Reimbursement Obligation in respect of the draft so paid shall bear interest (which shall in no event extend beyond the Company hereby promises to pay on demand) from and after the date referred the draft is paid until reimbursement in full thereof at a fluctuating rate per annum determined by adding 2% to the Domestic Rate as from time to time in clause effect, (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3 hereof, (iii) except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default or an Event of Default the Administrative Agent will not call for additional collateral security for L/C Obligations other than the collateral security contemplated by this Agreement and the Collateral Documents and collateral security consisting of rights in goods (or documents of title covering the same) financed under such Applications, and (iiiv) if except as otherwise provided in Section 3.3 hereof, prior to the L/C Issuer is occurrence of a Default or an Event of Default the Administrative Agent will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3its due date).

Applications. At any time before the Revolving Credit Termination Date, the each L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in DollarsCredit, in a form and substance acceptable satisfactory to the applicable L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of the Parent or one of its Subsidiaries, the Parent or such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the such L/C Issuer for the Letter a standby letter of Credit requested credit (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof” ). Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b2.1(b) hereof, and (ii) except as otherwise provided in Section 1.9 or 1.16 hereof or during the continuance of an Event of Default, no L/C Issuer will call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of collateral security for the Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the an L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of 2.002% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans and (computed on B) if such Reimbursement Obligation is denominated in any Alternative Currency, equal to the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed)rate established pursuant to Section 1.10(b) hereof for Eurocurrency Loans denominated in an Alternative Currency. Without limiting the foregoing, the Each L/C Issuer’s obligation Issuer agrees to issue a Letter amendments to the Letter(s) of Credit issued by it increasing the amount, or increase extending the amount expiration date, thereof at the request of a Letter of Credit is the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 6.2 hereof and the other terms of this Section 2.3)1.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Date, to be issued (or prior to the L/C Issuer shall, at the request first issuance of the Borrower, issue one (1) or more Letters a Letter of Credit in Dollarsthe case of a continuing application), in form the Company shall execute and substance acceptable deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in Lender an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a duly executed application for the relevant such Letter of Credit in the form then customarily prescribed by the L/C Issuer Lender (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Lender for the drawings under a Letter of Credit requested shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (each an “Application”); provided that i) in the event the Lender is not reimbursed by the Company for the amount the Lender pays on any drawing made under a Letter of Credit with a 12-month tenor may provide issued hereunder by 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Company to reimburse the Lender for the renewal thereof for additional 12-month periods amount of such drawing shall bear interest (which shall in no event extend beyond the Company hereby promises to pay on demand) from and after the date referred the draft is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2.0% to the Base Rate as from time to time in clause effect (computed on the basis of a year of 360 days for the actual number of days elapsed), (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3 hereof, (iii) except during the existence of a Default or an Event of Default, the Lender will not call for additional collateral security for the obligations of the Company under the Applications except as otherwise provided in Section 1.3(b) hereof, and (iiiv) if except during the L/C Issuer is existence of a Default or an Event of Default, the Lender will not timely reimbursed call for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit or increase the amount funding of a Letter of Credit by the Company prior to being presented with a drawing thereunder (or, in the event the drawing is subject a time draft, prior to the terms or conditions of this Agreement (including the conditions set forth its due date) except as otherwise provided in Section 3.1 and the other terms of this Section 2.3)1.3(b) hereof.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, Date (unless the Borrower has provided Cash Collateral in compliance with the requirements of Section 4 as security for such Letter of Credit in an amount equal to 105% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof), and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, the L/C issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4. sufficient to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender.

Applications. At any time before the Revolving Credit Termination Date, the an L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance reasonably acceptable to the such L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or the date twelve (ii12) five months following the Revolving Credit Termination Date (5) Business Days provided that on or prior to the Revolving Credit Termination Date, the Borrower shall provide Cash Collateral in compliance with the requirements of Section 4.5 as security for any Letter of Credit outstanding on such date in an amount equal to 102.0% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the such L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof2.12(b), and (ii) if the an L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the an L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, an L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate such L/C Issuer’s risk with respect to such Defaulting Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1, (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non‑renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerCompany, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Company for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Company of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Company's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Company hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 360 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Company subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any . Without limiting the foregoing limitation regarding Letter of Credit with a 12-month tenor may provide for expiration dates, the renewal thereof for additional 12-month periods Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remain outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 102% of the aggregate amount of each Letter of Credit then outstanding (which shall in no event extend beyond be held by the date referred to in clause (ii) above, unless an L/C Backstop has been provided Administrative Agent pursuant to the L/C Issuer thereofterms of Section 9.4). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer’s obligation Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to 365 days after the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an “Application”); provided provided, that with respect to any Letter of Credit with a 12-month tenor may provide for an expiration date that is later than the renewal thereof for additional 12-month periods (which Termination Date, the Borrower shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided deliver to the L/C Issuer thereof)Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated in an Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a year Letter of Credit. If the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the Borrower before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or 366 days, as the case may be, (iii) an Event of Default exists and the actual number Required Lenders have given the L/C Issuer instructions not to so permit the extension of days elapsed)the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 8.2 and the other terms of this Section 2.3)1.2 and the L/C Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration ​ ​ date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Revolving Lender’s obligations to fund under Section 1.3(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Revolving Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Revolving Lender.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, denominated in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewalissuance) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided . The Borrower agrees that if on the Revolving Credit Termination Date any Letters of Credit remains outstanding the Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof)then outstanding. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.8 or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.31.6 hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or increase (iii) a Default or an Event of Default is then continuing and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months ​ from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (ii10) five (5) Business Days days prior to the Revolving Credit Termination DateDate (except to the extent the Borrower delivers Cash Collateral as set forth below), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that . If any L/C Issuer issues or has issued any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond an expiration date that occurs after the date referred to in clause ten (ii10) above, unless an L/C Backstop has been provided days prior to the L/C Issuer thereofRevolving Credit Termination Date (or the expiration date of which is automatically extended to a date after the date ten (10) days prior to the Revolving Credit Termination Date), the Borrower shall, not later than the date ten (10) days prior to the Revolving Credit Termination Date, deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the face amount of each such Letter of Credit, to be held in accordance with Section 9.4 hereof. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1(b), (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 or 360 days, as the case may be, and the actual number of days elapsedelapsed as further set forth in Section 2.4(a) hereof). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after ten (10) days prior to the Revolving Credit Termination Date (except to the extent Cash Collateralized as provided above), (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject set forth above up to the limitations set forth in clause (a) of this Section 2.3L/C Sublimit, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 1.7 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Adjusted Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or increase (iii) a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.2.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (ii10) five (5) Business Days days prior to the Revolving Credit Termination DateDate (except to the extent the Borrower delivers Cash Collateral as set forth below), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that . If any L/C Issuer issues or has issued any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond an expiration date that occurs after the date referred to in clause ten (ii10) above, unless an L/C Backstop has been provided days prior to the L/C Issuer thereofRevolving Credit Termination Date (or the expiration date of which is automatically extended to a date after the date ten (10) days prior to the Revolving Credit Termination Date), the Borrower shall, not later than the date ten (10) days prior to the Revolving Credit Termination Date, deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the face amount of each such Letter of Credit, to be held in accordance with Section 9.4 hereof. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b3.1(b), (ii) hereofexcept as otherwise provided herein or in Sections 2.8, 2.13 or 2.14, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as required pursuant to clause (c) of this otherwise provided for in Section 2.32.6(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 or 360 days, as the case may be, and the actual number of days elapsedelapsed as further set forth in Section 2.4(a) hereof). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after ten (10) days prior to the Revolving Credit Termination Date (except to the extent Cash Collateralized as provided above), (ii) the Revolving Credit Commitments have been terminated, or increase (iii) an Event of Default exists and either the amount Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 and the other terms of this Section 2.3)Section.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five days prior to the Revolving Credit Termination Date (5provided that such expiration date may extend up to 12 months beyond the Revolving Credit Termination Date if any such Letter of Credit is cash collateralized at one hundred three percent (103%) Business Days of its face amount (to cash collateralize fees and interest as well as the amount of the Letter of Credit) in the manner set forth in Section 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Credit, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b2.1(b) hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin for Revolving Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, If the L/C Issuer’s obligation to issue a Issuer issues any Letter of Credit or increase with an expiration date that is automatically extended unless the amount L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of a non renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Revolving Credit Termination Date (provided that such expiration date may extend up to 12 months beyond the Revolving Credit ​ ​ Termination Date if any such Letter of Credit is subject cash collateralized at one hundred three percent (103%) of its face amount (to cash collateralize fees and interest as well as the terms or conditions amount of this Agreement (including the conditions Letter of Credit) in the manner set forth in Section 3.1 9.4 no less than thirty (30) days prior to the Revolving Credit Termination Date), (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 2.3)1.3. Notwithstanding anything contained herein to the contrary, if a default of any Revolving Lender’s obligations to fund under Section 1.3(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit unless the L/C Issuer has entered into arrangements with Borrower (including for cash collateralization as set forth above) or such Revolving Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Revolving Lender.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to 365 days after the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an “Application”); provided provided, that with respect to any Letter of Credit with a 12-month tenor may provide for an expiration date that is later than the renewal thereof for additional 12-month periods (which Termination Date, the Borrowers shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided deliver to the L/C Issuer thereof)Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated in an Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a year Letter of Credit. If the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or 366 days, as the case may be, (iii) an Event of Default exists and the actual number Required Lenders have given the L/C Issuer instructions not to so permit the extension of days elapsed)the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 8.2 and the other terms of this Section 2.3)1.2 and the L/C Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.2(e) exists or any Lender is at such time a Defaulting Lender hereunder, unless cash collateral has been delivered to the Administrative Agent in accordance with Section 1.6 or the L/C Issuer has entered into arrangements with Borrowers or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

Applications. At any time before the Revolving Credit Termination Date, the U.S. L/C Issuer shall, at the request of the U.S. Borrower, issue one (1) or more U.S. Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the U.S. L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the U.S. Borrower and, if such U.S. Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant U.S. Letter of Credit in the form then customarily prescribed by the U.S. L/C Issuer for the U.S. Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the U.S. Borrower shall pay fees in connection with each U.S. Letter of Credit as set forth in Section 2.13(b2.1 hereof, (ii) except as otherwise provided in Section 2.2 hereof, before the occurrence of a Default or an Event of Default, the U.S. L/C Issuer will not call for the funding by the U.S. Borrower of any amount under a U.S. Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the U.S. L/C Issuer is not timely reimbursed for the amount of any drawing under a U.S. Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation of the U.S. Borrower to reimburse the U.S. L/C Issuer for the amount of such drawing shall bear interest (which the U.S. Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.002.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoing, the U.S. L/C Issuer’s obligation to issue a Issuer issues any U.S. Letter of Credit or increase with an expiration date that is automatically extended unless the amount of a Letter of Credit is subject to U.S. L/C Issuer gives notice that the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3).expiration date will not so extend beyond its then scheduled expiration date,

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) five (5) Business Days days prior to the Revolving Credit Termination Date, Date (unless the Borrower has provided Cash Collateral in compliance with the requirements of Section 4.5 as security for such Letter of Credit in an amount equal to 105% of the full amount then available for drawing under such Letter of Credit) in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit Credit, including with respect to each of the Existing Letters of Credit, requested (each an “Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) hereof), and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 three hundred sixty-five (365) or 366 three hundred sixty-six (366) days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this Section 2.3). Notwithstanding anything herein to the contrary, the L/C issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one (1) or more Letters of Credit in Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to 365 days after the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an “Application”); provided provided, that with respect to any Letter of Credit with a 12-month tenor may provide for an expiration date that is later than the renewal thereof for additional 12-month periods (which Termination Date, the Borrowers shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided deliver to the L/C Issuer thereof)Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.13(b4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower until payment in full thereof at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2.00% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (computed on y) if such Letter of Credit is denominated in an Alternative Currency, equal to the basis sum of the Applicable Margin for Eurocurrency Loans or RFR Loans, as applicable, plus the rate established pursuant to Section 3.2(c)(iii) hereof for Eurocurrency Loans or RFR Loans, as applicable, denominated in ansuch Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a year Letter of Credit. If the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or 366 days, as the case may be, (iii) an Event of Default exists and the actual number Required Lenders have given the L/C Issuer instructions not to so permit the extension of days elapsed)the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue a Letter of Credit issue, amend or increase extend the amount expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 8.2 and the other terms of this Section 2.3)1.2 and the L/C Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one (1) or more Letters of Credit in U.S. Dollars, in a form and substance acceptable satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days 5 days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3above, upon the receipt of a an application duly executed application by the Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “"Application”); provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuer thereof"). Notwithstanding anything contained in any Application to the contrary: (i) the i)the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.13(b) 2.1 hereof, (ii)except as otherwise provided in Section 1.9 hereof, before the occurrence, and after the cure to the satisfaction of the Administrative Agent, of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (ii) if iii)if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.3on the date such drawing is paid, the Borrower’s 's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower at a rate per annum equal to the sum of 2.00% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting If the foregoingL/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer’s obligation Issuer will give such notice of non-renewal before the time necessary to issue a prevent such automatic extension if before such required notice date: (i)the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii)the Revolving Credit Commitments have been terminated, or increase (iii)a Default or an Event of Default exists and the amount Administrative Agent, at the request or with the consent of a the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit is increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 7 hereof and the other terms of this Section 2.3)1.3.