Common use of Applications Clause in Contracts

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one or more Letters of Credit, Credit in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (or be cancelable not later than 12 months from ii) 365 days after the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower 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 Agent L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "“Application"”); provided, that with respect to any Letter of Credit with an expiration date that is later than the Termination Date, the Borrowers shall deliver to the 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 2.1 4.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereofabove, before the occurrence of a Default or an at any time when no Event of Default, Default exists the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 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% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effecteffect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to the 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 Letter of Credit. If the Agent L/C Issuer issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless under the Agent gives notice that terms set forth in such Letter of Credit, then the expiration date will not so extend beyond its then scheduled expiration date, the Agent L/C Issuer will give such 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: date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent L/C Issuer agrees to issue amendments to the Letter(s) Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower Company, on behalf of the Borrowers, subject to the conditions of Section 7.2 hereof 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, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 and the other terms of this Section 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 Agent L/C Issuer shall, at the request of the BorrowerCompany, which is acting on behalf of the Borrowers, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower Company, on behalf of the applicable Borrower, for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 or 1.18 hereof, before the occurrence of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 at a rate per annum annum, equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) plus the Applicable Margin for Base Rate Loans. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Company, on behalf of the applicable Borrower, subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.3. 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(e) 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 Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) (subject to rights of renewal for periods of up to 12 months each), provided no Letter of Credit by renewal or otherwise may have an expiration date later than 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effectpaid. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 later than 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 the Administrative Agent, in its discretion or at the request of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent applicable L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one or more Letters of CreditCredit in Dollars, in a form satisfactory and substance acceptable to the Agentapplicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal), or (ii) or the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent applicable L/C Issuer for the Letter of Credit requested (each an "“Application"”), provided that any Letter of Credit may provide by its terms for the automatic renewal thereof for additional 12 month periods, but in no event beyond the date described in clause (ii) of this subsection unless such Letter of Credit is Cash Collateralized in an amount equal to 105% 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 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 2.1 2.13(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iiiy) if the Agent applicable 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 Without limiting the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration dateforegoing, the Agent will give such notice of non-renewal before the time necessary applicable L/C Issuer’s obligation to prevent such automatic extension if before such required notice date: (i) issue, amend or extend the expiration date of such a Letter of Credit 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 Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 7.2 hereof 3.1 and the other terms of this Section 1.22.3).

Applications. At any time before thirty (30) days prior to the Revolving Credit Termination Date, the a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the Borrowerrequested date of issuance, issue one or more Letters of Credit, in a form satisfactory to the such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the such Issuing Agent for the type of Letter of Credit Credit, requested (each an "“Application"”). Concurrently with the delivery of such Application, the Borrower shall notify the Administrative Agent whether or not the requested Letter of Credit is a Marketing Subsidiary Letter of Credit. 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 2.1 3.1(b) hereof, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the applicable Issuing Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (it being understood that a drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower's ’s obligation to reimburse the applicable Issuing Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to paypay on demand) from and after the date such drawing is paid at a rate per annum equal to the sum of two percent (2% %) plus the Applicable Base Rate Margin plus the Base Rate from time to time in effect. If The applicable Issuing Agent will promptly notify the Agent issues any Banks of each issuance by it of a Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, and any amendment or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such a Letter of Credit. The Each Issuing Agent agrees to issue amendments to the Letter(s) any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 7.2 hereof 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, a Issuing Agent’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerBorrower and with notice to the Administrative Agent, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer and otherwise in compliance with the provisions of this Agreement, with expiration dates no later than the earlier of 12 (i) twelve (12) months from the date of issuance (or be which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or Revolving Credit and (ii) the date which is thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 or Section 1.14 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer will, unless the Administrative Agent will and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non-renewal 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 terminatedtermi-nated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3. 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 Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for the Reimbursement Obligation plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 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 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time prior to thirty (30) days before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 or Section 1.14 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer will, unless the Administrative Agent will and the Required Lenders instruct the L/C Issuer otherwise, give such notice of non-renewal 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.that is thirty

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 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 cash collateralized at one hundred three percent (103%) 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 set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 or Section 1.14 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the Agent 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 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 cash collateralized at one hundred three percent (103%) 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), (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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3. 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 thirty (30) days prior to the Revolving Credit Termination Date, the Agent an Issuing Bank shall, at the request of Borrower given to such Issuing Bank at least three (3) Business Days prior to the Borrowerrequested date of issuance, issue one or more Letters of Credit, in a form satisfactory to the Agentsuch Issuing Bank, with expiration dates no later than the earlier terms of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Dateup to one year each, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent such Issuing Bank for the type of Letter of Credit Credit, requested (each an "“Application"”). 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 2.1 3.1(b) hereof, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent applicable Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid or on the next following Business Day (it being understood that a drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower's ’s obligation to reimburse the Agent applicable Issuing Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to paypay on demand) from and after the date such drawing is paid at a rate per annum equal to the sum of two percent (2% %) plus the Applicable Base Rate Margin plus the Base Rate from time to time in effect. If The applicable Issuing Bank will promptly notify the Agent issues any Banks of each issuance by it of a Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, and any amendment or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such a Letter of Credit. The Agent Each Issuing Bank agrees to issue amendments to the Letter(s) any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 7.2 hereof 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, an Issuing Bank’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Bank will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Bank of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Bank not to take such action. In the event any Letter(s) of Credit are outstanding at the time that Borrower is required to prepay or repay the Obligations, Borrower shall (A) cause such Letter(s) of Credit to be surrendered and delivered to the Issuing Bank for cancellation, (B) cause a financial institution acceptable to the Issuing Bank in its sole discretion to issue, for the benefit of the Issuing Bank, a sight draft letter of credit in amount, form and substance acceptable to the Issuing Bank in its sole discretion in order to backstop the Letter(s) of Credit, or (C) (1) deposit with the Issuing Bank, cash in an amount equal to one hundred and five percent (105%) of the aggregate L/C Obligations to be available to Issuing Bank to reimburse payments of drafts drawn under such Letter(s) of Credit and pay any fees and expenses related thereto and (2) prepay the fee payable with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower, together with the sight draft letters of credit described in clause (B) and the deposit described in the preceding clause (C)(1) to the extent not previously applied by the Issuing Bank in the manner described herein.

Applications. At any time before the Revolving Credit Termination Date, the Agent Bank shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars and other currencies approved by the Bank, in a form satisfactory to the AgentBank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent Bank for the Letter of Credit requested (each an "“Application"”). 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 then outstanding (which shall be held by the Bank 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 2.1 hereof3.1, (ii) except as otherwise provided herein or in Section 1.9 hereof2.8, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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 otherwise provided for in Section 2.6(b), the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base U.S. Prime Rate from time to time in effect. If effect (computed on the Agent issues any Letter basis of Credit with an expiration date that is automatically extended unless a year of 365 or 366 days, as the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration datecase may be, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension actual number of the expiration date of such Letter of Creditdays elapsed). The Agent Bank 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 7.2 hereof 7 and the other terms of this Section 1.2Section.

Applications. At any time before the Revolving Credit Termination Date, the Agent Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentIssuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.11 hereof, before the occurrence of a Default or an Event of Default, the Agent Issuing 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 (iii) if the Agent Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent Issuing 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effect. If the Agent Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Agent Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent Issuing 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 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 (iii) a Default or an Event of Default exists and the Agent, at the direction of the Required Banks have Banks, has given the Agent Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Issuing Bank 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateL/C Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the applicable Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each each, an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereofherein, before the occurrence of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (including without limitation pursuant to a Borrowing hereunder after notice to the Borrower Representative as provided in Section 1.3(c)), the applicable Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days and the actual number of days elapsed). If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended extended, then such expiration date shall automatically extend, unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent in which case 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iiiii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent relevant L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from after the date of issuance Termination Date (or be which are cancelable not later than 12 months from after the date of issuance Termination Date and each renewal) or Revolving Credit Termination Date), in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"). No later than the date which is ten days prior to the Termination Date, Borrower will cash collateralize any Letter of Credit with an expiration date later than the Termination Date in an amount equal to the undrawn face amount of such Letter of Credit, such cash collateral to be held by Agent as provided in Section 9.6(b) 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 2.1 3.4 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless (x) all of the Agent 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 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent, at the request or with the consent of the Required Banks have Banks, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.8. Notwithstanding any provision of this Agreement to the contrary, following the Termination Date, the L/C Issuer shall not extend the expiration date of any Letter of Credit theretofore issued by it.

Applications. At any time before the Revolving Credit Termination Date, the Agent each L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agentapplicable L/C Issuer, with expiration dates no later than the earlier of 12 twelve (12) months from the date of issuance (or be which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or Revolving Credit thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent such L/C Issuer for the Letter a standby letter of Credit requested credit (each an "“Application"”). 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before or 1.16 hereof or during the occurrence continuance of a Default or an Event of Default, the Agent no L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent an 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effecteffect plus the Applicable Margin for Domestic Rate Loans and (B) if such Reimbursement Obligation is denominated in any Alternative Currency, equal to the rate established pursuant to Section 1.10(b) hereof for Eurocurrency Loans denominated in an Alternative Currency. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Each L/C Issuer agrees to issue amendments to the Letter(s) of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7.2 6.2 hereof and the other terms of this Section 1.21.

Applications. At any time before prior to the Revolving Credit Termination Note Maturity Date, the Agent Bank shall, at the request of the Borrower, issue one or more Letters of CreditCredit in Dollars, in a form satisfactory to the AgentBank, with in an aggregate face amount as set forth above, upon the receipt of a letter of credit application duly executed by the Borrower. The Letters of Credit shall have expiration dates no later than the earlier of (y) 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or (z) 5 days prior to the Revolving Note Maturity Date; provided that Letters of Credit Termination Datemay provide for an expiration date that is up to one (1) year following the Revolving Note Maturity Date if the Borrower deposits in an account with the Bank, in its name, an aggregate amount in cash equal to 105% of the face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter all such Letters of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (each an "Application")Credit. Notwithstanding anything contained in any Application letter of credit application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 hereof, section 2.12(d) hereof and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Daily Borrowing LIBOR Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: . (id) 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 (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension Section 6.7 of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to Credit Agreement is amended by inserting the Letter(sword "and" after subsection (j) of Credit increasing thereof, deleting the amount, or extending the expiration date, word "and" after subsection (k) thereof at the request and deleting subsection (l) therefrom in its entirety. (e) Section 6.12 of the Borrower subject Credit Agreement is amended and restated in its entirety to the conditions of Section 7.2 hereof and the other terms of this Section 1.2.read as follows:

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (each an "ApplicationAPPLICATION"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.10 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one or more Letters of CreditCredit in U.S. Dollars or an Alternative Currency, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateL/C Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the applicable Borrower and, if such Letter of Credit is for the account of any Subsidiary of a Borrower, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). Each Letter of Credit will have an expiration date 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) thirty (30) days prior to the Revolving Credit Termination Date unless such Letter of Credit is Cash Collateralized as hereinafter provided in which case such Letter of Credit shall expire no later than the date that is thirty (30) days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit is outstanding for any reason on the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent on or prior to the Revolving Credit Termination Date Cash Collateral to be held and applied in accordance with Section 9.4 hereof. 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 2.1 hereof, (ii) except as otherwise provided in this Section 1.9 or in Section 1.15 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 at a rate per annum equal to (x) if such Letter of Credit is denominated in U.S. Dollars, the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days, and the actual number of days elapsed), or (y) if such Letter of Credit is denominated in an Alternative Currency, the sum of the Applicable Margin plus the Eurocurrency Rate for Eurocurrency Loans denominated in such Alternative Currency. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended extended, unless the Administrative Agent gives or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give Borrower Representative notice that the expiration date of such Letter of Credit will not so extend be extended beyond its then scheduled expiration date, the Agent will give such notice of non-renewal date 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 which is thirty (30) days prior to the Revolving Credit Termination Date (or, to the extent Cash Collateralized as set forth above, thirty (30) days prior to the first anniversary of 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Representative subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.3. 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 the Borrowers or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender. Notwithstanding the foregoing, the LC Issuer may issue one or more Letters of Credit in U.S. Dollars with an expiration date which is later than the date otherwise permitted by this Section 1.3 but not later than the sixth anniversary of the scheduled Revolving Credit Termination Date; provided that (a) the aggregate outstanding amount of the L/C Obligations with respect to all such Letters of Credit shall not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000) and (b) Borrowers shall Cash Collateralize all such Letters of Credit on or prior to the Revolving Credit Termination Date (or such earlier date as may be requested by the LC Issuer or the Administrative Agent during the existence of an Event of Default).

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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"”). 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 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 Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Termination Date for Letters of Credit issued by an Applicable Issuer 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 3.5 hereof, before prior to the occurrence existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral and the Guarantees) for the Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect. If The Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: 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 (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 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 time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth aboveabove up to the L/C Sublimit, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Adjusted Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (10) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 then outstanding (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 2.1 hereof3.1, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid and notice of such payment is provided by the Borrower from the L/C Issuer, except as otherwise provided for in Section 2.5(c), the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days, and the actual number of days elapsed). If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 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 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof 7 and the other terms of this Section 1.2Section.

Applications. At any time before the Revolving Credit date thirty days prior to the Commitment Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months 739016937 20664705 from the date of issuance and each renewal) or Revolving Credit thirty days prior to the Commitment Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by Borrower and, if such Letter of Credit is for the Borrower account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof2.10, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 Borrower so requests in any Application, the Agent issues any L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the 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. Unless otherwise directed by the L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration dateAuto-Extension Letter of Credit has been issued, the Agent will give such notice of non-renewal before the time necessary Lenders shall be deemed to prevent such automatic extension if before such required notice date: have authorized (ibut may not require) the expiration date 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 the L/C Issuer shall not permit any such extension if so extended would be after the Revolving Credit Termination Date, (iiA) the Revolving 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 Commitments have been terminatedin 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 (iiiB) a Default it has received notice (which may be by telephone or an Event of Default exists and 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 Banks Lenders have given the Agent instructions elected not to so permit such extension or (2) from the extension Administrative Agent, any Lender or Borrower that one or more of the expiration date of applicable conditions specified in Section 4.2 is not then satisfied, and in each such Letter of Creditcase directing the L/C Issuer not to permit such extension. The Agent 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 7.2 hereof 4 and the other terms of this Section 1.22.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerParent, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower Parent for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower Parent shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower Parent of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the BorrowerParent's obligation to reimburse the Agent L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Parent hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the U.S. Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days and the actual number of days elapsed). If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Parent subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, and (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or unless an Event of DefaultDefault has occurred and is continuing, the Agent 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 (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one or more Letters of Credit, Credit in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (or be cancelable not later than 12 months from ii) 365 days after the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower 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 Agent L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "“Application"”); provided, that with respect to any Letter of Credit with an expiration date that is later than the Termination Date, the Borrowers shall deliver to the 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 2.1 4.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereofabove, before the occurrence of a Default or an at any time when no Event of Default, Default exists the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 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% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effecteffect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to the 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 Letter of Credit. If the Agent L/C Issuer issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless under the Agent gives notice that terms set forth in such Letter of Credit, then the expiration date will not so extend beyond its then scheduled expiration date, the Agent L/C Issuer will give such 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: date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent L/C Issuer agrees to issue amendments to the Letter(s) Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower Company, on behalf of the Borrowers, subject to the conditions of Section 7.2 hereof 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, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 and the other terms of this Section 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 Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, L/C Issuer upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). Each Letter of Credit shall have an expiration date that is 30 days from the date of its issuance and shall be automatically extended for an additional 30 days unless the L/C Issuer gives the beneficiary thereof at least 30 days prior written notice that the expiration date will not so extend beyond its then scheduled expiration date, provided that in no event may the expiration date of any Letter of Credit extend beyond the Maturity Date. Any Letters of Credit that expire after the Termination Date must be fully cash collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the exclusive control of the DIP Agent in an amount equal to 105% of the maximum amount available to be drawn thereunder, or be supported by a letter of credit issued by a bank acceptable to the Required Lenders and that is satisfactory in form and substance to the Required Lenders. The L/C Issuer may give notice of non-renewal to the beneficiary of any Letter of Credit issued hereunder at any time in its sole discretion. 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in this Section 1.9 and in Section 1.8 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent L/C Issuer is not timely reimbursed by the Borrower for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's ’s obligation to reimburse the Agent 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 at the Default Rate. Unless the DIP Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give each beneficiary of a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such the automatic extension thereof 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 (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.,

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (including without limitation pursuant to a Borrowing hereunder after notice to the Borrower as provided in Section 1.3(c), the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days and the actual number of days elapsed). If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentIssuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent Issuing 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 (iii) if the Agent Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent Issuing 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect. If the Agent Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Agent Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent Issuing 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 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 (iii) a Default or an Event of Default exists and the Agent, at the direction of the Required Banks have Banks, has given the Agent Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Issuing Bank 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 7.2 hereof and the other terms of this Section 1.21.2 .

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, Credit in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (or be cancelable not later than 12 months from ii) 365 days after the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "“Application"”); provided, that with respect to any Letter of Credit with an expiration date that is later than the Termination Date, the Borrower shall deliver to the 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 2.1 4.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereofabove, before the occurrence of a Default or an at any time when no Event of Default, Default exists the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 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% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effecteffect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to the 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 Letter of Credit. If the Agent L/C Issuer issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless under the Agent gives notice that terms set forth in such Letter of Credit, then the expiration date will not so extend beyond its then scheduled expiration date, the Agent L/C Issuer will give such notice of non-renewal to the Borrower before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent L/C Issuer agrees to issue amendments to the Letter(s) Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7.2 hereof 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, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 and the other terms of this Section 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 Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or and 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 (b) hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 until the Business Day following the date such drawing is paid at a rate per annum equal to 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) and thereafter at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminatedtermi-nated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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"). Each Letter of Credit 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 Letters of Credit issued by Xxxxxx Trust and Savings Bank and (ii) the date which is five days prior to the Termination Date for Letters of Credit issued by an Applicable Issuer other than Xxxxxx Trust and Savings Bank. 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 3.5 hereof, before prior to the occurrence existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect. If The Issuers will promptly notify the Agent issues any of each request for a Letter of Credit and of issuance of a Letter of Credit. If an Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: 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 (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, each Issuer's obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 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 any Lender notifies such Issuer of any failure to satisfy or otherwise comply with such conditions, terms and other provisions and directs the Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or and 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 (b) hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 until the Business Day following the date such drawing is paid at a rate per annum equal to 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) and thereafter at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 or Section 1.15 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 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 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3. 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 the 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 thirty (30) days prior to the Revolving Credit Termination Date, the an Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the Borrowerrequested date of issuance, issue one or more Letters of Credit, in a form satisfactory to the such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the such Issuing Agent for the type of Letter of Credit Credit, requested (each an "“Application"”). 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 2.1 3.1(b) hereof, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the applicable Issuing Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (it being understood that a drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower's ’s obligation to reimburse the applicable Issuing Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to paypay on demand) from and after the date such drawing is paid at a rate per annum equal to the sum of two percent (2% %) plus the Applicable Base Rate Margin plus the Base Rate from time to time in effect. If The applicable Issuing Agent will promptly notify the Agent issues any Banks of each issuance by it of a Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, and any amendment or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such a Letter of Credit. The Each Issuing Agent agrees to issue amendments to the Letter(s) any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 7.2 hereof 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, a Issuing Agent’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At any time before the Revolving Credit date thirty days prior to the Commitment Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit thirty days prior to the Commitment Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by Borrower and, if such Letter of Credit is for the Borrower account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof2.10, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 Borrower so requests in any Application, the Agent issues any L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the 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. Unless otherwise directed by the L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration dateAuto-Extension Letter of Credit has been issued, the Agent will give such notice of non-renewal before the time necessary Lenders shall be deemed to prevent such automatic extension if before such required notice date: have authorized (ibut may not require) the expiration date 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 the L/C Issuer shall not permit any such extension if so extended would be after the Revolving Credit Termination Date, (iiA) the Revolving 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 Commitments have been terminatedin 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 (iiiB) a Default it has received notice (which may be by telephone or an Event of Default exists and 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 Banks Lenders have given the Agent instructions elected not to so permit such extension or (2) from the extension Administrative Agent, any Lender or Borrower that one or more of the expiration date of applicable conditions specified in Section 4.2 is not then satisfied, and in each such Letter of Creditcase directing the L/C Issuer not to permit such extension. The Agent 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 7.2 hereof 4 and the other terms of this Section 1.2.2.2. 744209099 20664705

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 or Section 1.14 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 will give such notice of non-renewal 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 terminatedtermi-nated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3. 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 Agent Bank shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars and other currencies approved by the Bank, in a form satisfactory to the AgentBank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent Bank for the Letter of Credit requested (each an "“Application"”). 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 then outstanding (which shall be held by the Bank 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 2.1 hereof3.1, (ii) except as otherwise provided herein or in Section 1.9 hereof2.11, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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 otherwise provided for in Section 2.8(b), the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the U.S. Base Rate from time to time in effect. If effect (computed on the Agent issues any Letter basis of Credit with an expiration date that is automatically extended unless a year of 365 or 366 days, as the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration datecase may be, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension actual number of the expiration date of such Letter of Creditdays elapsed). The Agent Bank 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 7.2 hereof Article 7 and the other terms of this Section 1.2Section.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, L/C Issuer upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). Each Letter of Credit shall have an expiration date that is 30 days from the date of its issuance and shall be automatically extended for an additional 30 days unless the L/C Issuer gives the beneficiary thereof at least 30 days prior written notice that the expiration date will not so extend beyond its then scheduled expiration date, provided that in no event may the expiration date of any Letter of Credit extend beyond the Maturity Date. Any Letters of Credit that expire after the Termination Date must be fully cash collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the exclusive control of the DIP Agent in an amount equal to 105% of the maximum amount available to be drawn thereunder, or be supported by a letter of credit issued by a bank acceptable to the Required Lenders and that is satisfactory in form and substance to the Required Lenders. The L/C Issuer may give notice of non-renewal to the beneficiary of any Letter of Credit issued hereunder at any time in its sole discretion. 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in this Section 1.9 and in Section 1.8 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent L/C Issuer is not timely reimbursed by the Borrower for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's ’s obligation to reimburse the Agent 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 at the Default Rate. Unless the DIP Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give each beneficiary of a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such the automatic extension thereof 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 DIP Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the DIP Agent or the Required Banks Lenders (with notice to the DIP Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to L/C Issuer shall also issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, amount thereof at the request of the Borrower Borrower, subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from after the date of issuance Termination Date (or be which are cancelable not later than 12 months from after the date of issuance Termination Date and each renewal) or Revolving Credit Termination Date), in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). No later than the date which is ten days prior to the Termination Date, Borrower will cash collateralize any Letter of Credit with an expiration date later than the Termination Date in an amount equal to the undrawn face amount of such Letter of Credit, such cash collateral to be held by Agent as provided in Section 9.6(b) 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 2.1 3.4 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless (x) all of the Agent 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 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent, at the request or with the consent of the Required Banks have Banks, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.8.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower and, if such Letter of Credit is for the account of one if the Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin per annum plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days, and the actual number of days elapsed). If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of an application duly executed by the Borrower and reimbursement agreement, if applicable, for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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 such application together with the related reimbursement agreement, if any, being referred to herein as an "“Application"”). Each Letter of Credit 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 Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer 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 Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall terminate on the Revolving Credit Termination Date to the extent such Letter of Credit has been Cash Collateralized in accordance with the foregoing). 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 hereof2.11, before the occurrence 2.12 or Section 3.5 hereof or during existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the such Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral, if any, and the Guaranty Agreements) for such Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for SOFR Loans from time to time in effect. If The Applicable Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Applicable Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Applicable Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination DateDate unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Applicable Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerCompany on behalf of the Borrowers, issue one or more Letters of Credit, Credit in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (or be cancelable not later than 12 months from ii) 365 days after the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower 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 Agent L/C Issuer for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "“Application"”); provided, that with respect to any Letter of Credit with an expiration date that is later than the Termination Date, the Borrowers shall deliver to the 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 2.1 4.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereofabove, before the occurrence of a Default or an at any time when no Event of Default, Default exists the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 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% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effecteffect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to the 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 Letter of Credit. If the Agent L/C Issuer issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless under the Agent gives notice that terms set forth in such Letter of Credit, then the expiration date will not so extend beyond its then scheduled expiration date, the Agent L/C Issuer will give such notice of non-renewal to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent L/C Issuer agrees to issue amendments to the Letter(s) Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower Company, on behalf of the Borrowers, subject to the conditions of Section 7.2 hereof 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, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 and the other terms of this Section 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 Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent ’s Reimbursement Obligation 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) at such time, a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter a special purpose, or "standby", letter of Credit requested credit or a commercial letter of credit (each an "ApplicationAPPLICATION"). Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 Sections 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent will not call for (A) the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunderthereunder or (B) any collateral security for any obligations of the Borrower under an Application, and (iii) if in the event the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. If In the event the Agent issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: 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, terminated or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof 6.2 and the other terms of this Section 1.2.

Applications. At any time before the Latest Revolving Credit Termination Maturity Date, the Agent each Issuing Lender shall, at the request of the Borrower, issue one or more Letters of CreditCredit in Dollars, in a form satisfactory to the Agentsuch Issuing Lender, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Latest Revolving Credit Termination Maturity Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by Xxxxxxxx and, if such Letter of Credit is for the Borrower account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent such Issuing Lender for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof2.09, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent will not call for the funding by the Borrower of if any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent Issuing Lender is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's Xxxxxxxx’s obligation to reimburse the Agent such Issuing Lender 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin Percentage plus the Base Rate from time to time in effecteffect (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 the Agent issues Borrower so requests in any Application, such Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration dateIssuing Lender, the Agent will give Borrower shall not be required to make a specific request to such notice Issuing Lender for any such extension. Once an Auto-Extension Letter of non-renewal before Credit has been issued, the time necessary Lenders shall be deemed to prevent have authorized (but may not require) such automatic Issuing Lender to permit the extension if before such required notice date: (i) the expiration date of such Letter of Credit at any time to an expiry date which shall comply with this paragraph; provided, however, that such Issuing Lender shall not permit any such extension if so extended (A) such Issuing Lender has determined that it would not be after permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the Revolving Credit Termination Date, terms hereof (iiby reason of the provisions of the last sentence of this clause (b) the Revolving Credit Commitments have been terminatedor otherwise), or (iiiB) a Default it has received notice (which may be by telephone or an Event of Default exists and 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 Banks Lenders have given the Agent instructions elected not to so permit such extension or (2) from the extension Administrative Agent, any Lender or the Borrower that one or more of the expiration date of applicable conditions specified in Section 4.02 is not then satisfied, and in each such Letter of Creditcase directing such Issuing Lender not to permit such extension. The Agent Each Issuing Xxxxxx 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 7.2 hereof Article 4 and the other terms of this Section 1.2Article 3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of RCE, which is acting on behalf of the BorrowerBorrowers, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by RCE, on behalf of the Borrower applicable Borrower, for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers' obligation to reimburse the Agent L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises jointly and severally promise to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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: notice (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 (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 RCE, on behalf of the applicable Borrower subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 3.1 hereof, (ii) except as otherwise provided in Section 1.9 2.7 or Section 2.14 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 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 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.22.2. 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 before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter a standby letter of Credit requested credit (each an "Application"). 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before during the occurrence continuance of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum (i) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2% plus PLUS the Applicable Margin plus the Base Domestic Rate from time to time in effect. If effect PLUS the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension Applicable Margin for Domestic Rate Loans and (ii) if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after is denominated in Euros, Japanese Yen or Pound Sterling, equal to the Revolving Credit Termination Date, (iirate established pursuant to Section 1.10(b) the Revolving Credit Commitments have been terminated, or (iii) a Default or for Eurocurrency Loans denominated in an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of CreditAlternative Currency. The Agent 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 7.2 hereof 6.2 and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination (a) On each Distribution Date, the Agent shall, at Trustee shall distribute from amounts on deposit in the request Series 1996-1 Accrued Interest Sub-subaccount in the following order of the Borrower, issue one or more Letters of Credit, in a form satisfactory priority to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (each an "Application"). Notwithstanding anything contained in any Application to the contrary: extent funds are available: (i) to the Borrower Class A Certificateholders, an amount equal to the Class A Monthly Interest payable on such Distribution Date, PLUS the amount of any Class A Monthly Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date, PLUS the amount of any Class A Additional Interest for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that during the Series 1996-1 Amortization Period, no Class A Additional Interest will be paid until repayment in full of the Series 1996-1 Invested Amount and payment in full of all Class A Monthly Interest and Class B Monthly Interest; and (ii) to the Class B Certificateholders, an amount equal to the Class B Monthly Interest payable on such Distribution Date, PLUS the amount of any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date, PLUS the amount of any Class B Additional Interest for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that during the Series 1996-1 Amortization Period, no Class B Additional Interest will be paid until repayment in full of the Series 1996-1 Invested Amount and payment in full of all Class A Monthly Interest and Class B Monthly Interest. (b) On each Distribution Date, the Trustee shall pay fees apply funds on deposit in connection the Series 1996-1 Non-Principal Collection Sub-subaccount in the following order of priority to the extent funds are available: (i) an amount equal to the Series 1996-1 Monthly Servicing Fee for the Accrual Period ending on such Distribution Date shall be withdrawn from the Series 1996-1 Non-Principal Collection Sub-subaccount by the Trustee and paid to the Servicer or the Successor Servicer, as the case may be (less any amounts payable to the Trustee pursuant to Section 8.5 of the Agreement, which shall be paid to the Trustee); and (ii) an amount equal to any unpaid Program Costs due and payable shall be withdrawn from the Series 1996-1 Non-Principal Collection Sub-subaccount by the Trustee and paid to the Persons owed such amounts. Any remaining amounts on deposit in the Series 1996-1 Non-Principal Collection Sub-subaccount on any Distribution Date (in excess of the Accrued Expense Amount as of such day) not allocated pursuant to clauses (i) and (ii) above shall be paid to the owner of the Series 1996-1 Subordinated Interest; PROVIDED, HOWEVER, that during the Series 1996-1 Amortization Period, such remaining amounts shall be deposited in the Series 1996-1 Principal Collection Sub-subaccount for distribution in accordance with subsection 3A.6(c). (c) During the Series 1996-1 Amortization Period, the Trustee shall apply, on each Letter of Credit as Distribution Date, amounts on deposit in the Series 1996-1 Principal Collection Sub-subaccount and, to the extent set forth in Section 2.1 hereof, clauses (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) below, in the Series 1996-1 Collection Subordinated Sub-subaccount in the following order of priority: (i) an amount equal to the Series 1996-1 Monthly Principal Payment for such Distribution Date shall be distributed from the Series 1996-1 Principal Collection Sub-subaccount: (A) first, PRO RATA to the Class A Certificateholders until the repayment in full of the Class A Invested Amount; and (B) second, PRO RATA to the Class B Certificateholders until the repayment in full of the Class B Invested Amount; and (ii) following the repayment in full of the Series 1996-1 Invested Amount, (x) if any amounts are owed to the Trustee or any other Person, on account of its expenses, advances and disbursements incurred in respect of the performance of its responsibilities hereunder or as Successor Servicer, such amounts shall be transferred from the Series 1996-1 Principal Collection Sub-subaccount and, if applicable, the Series 1996-1 Collection Subordinated Sub-subaccount and paid to the Trustee or such other Person and (y) if the Agent is Optional Termination Date has occurred and any portion of the Prepayment Premium payable to the Term Certificateholders pursuant to subsection 2.6(b) has not timely reimbursed been paid, then funds in an amount equal to the unpaid portion of such Prepayment Premium shall be transferred from the Series 1996-1 Principal Collection Sub- subaccount and, if applicable, the Series 1996-1 Collection Subordinated Sub-subaccount and paid, FIRST, to the Class A Certificateholders and, SECOND, to the Class B Certificateholders; and (iii) following the repayment in full of the Series 1996-1 Invested Amount and of all of the amounts set forth in clause (ii), the remaining amount on deposit in the Series 1996-1 Principal Collection Sub- subaccount and the Series 1996-1 Collection Subordinated Sub-subaccount on such Distribution Date, if any, shall be treated as follows: (x) upon delivery by the Servicer to the Trustee of an Officer's Certificate certifying that as of such date, no Seller has any obligations outstanding to any Person that may be entitled to make a claim for payment thereof pursuant to PACA, such amount on deposit shall be distributed to the owner of the Series 1996-1 Subordinated Interest or (y) if any such obligations remain outstanding on such date, the Servicer shall deliver to the Trustee an Officer's Certificate setting forth the amount thereof (the "OUTSTANDING PACA AMOUNT"), and upon receipt thereof the Trustee (A) shall distribute any funds on deposit in the Series 1996-1 Principal Collection Sub-subaccount and the Series 1996-1 Collection Subordinated Sub- subaccount, as the case may be, in excess of the Outstanding PACA Amount to the owner of the Series 1996-1 Subordinated Interest and (B) shall maintain on deposit in the Series 1996-1 Principal Collection Sub- subaccount and the Series 1996-1 Collection Subordinated Sub-subaccount, as the case may be, funds in an aggregate amount equal to the Outstanding PACA Amount until the Servicer has delivered an Officer's Certificate certifying that such Outstanding PACA Amount has been paid in full, in which case the Trustee shall distribute any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent for the remaining amount of such drawing funds pursuant to clause (x) above. In addition, the Trust shall bear interest not be terminated pursuant to subsection 9.1(a)(ii) of the Pooling Agreement except upon receipt by the Trustee of an Officer's Certificate delivered by the Servicer certifying that as of the proposed Trust Termination Date, no Seller has any obligations outstanding to any Person that may be entitled to make a claim for payment thereof pursuant to PACA. (which d) On each Special Distribution Date occurring in respect of a Reduction hereunder, the Borrower hereby promises Trustee shall distribute to pay) the Term Certificateholders on such Special Distribution Date (PRO RATA based on the Initial Invested Amount of each Class and PRO RATA within each Class), from and after amounts on deposit in the date such drawing is paid at a rate per annum Series 1996-1 Principal Collection Sub-subaccount an amount equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time Reduction Amount to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give be made on 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 Revolving Credit Termination Special Distribution Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the BorrowerCompany, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit requested (each an "Application"). This Agreement supersedes any terms of the Applications which are irreconcilably inconsistent with the terms hereof. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall Company's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.1 3.4 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before during the occurrence continuance of a Default or an Event of Default, the Agent will not call for the funding by the Borrower Company of any amount under a Letter of Credit Credit, or any other form of collateral security for the Company's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the BorrowerCompany's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. The Agent will promptly notify the Administrative Agent of each issuance by it of a Letter of Credit and of each reduction or termination thereof and the Administrative Agent shall then promptly notify each Bank thereof. If the Agent issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: 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, terminated or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Company subject to the conditions of Section 7.2 hereof 5 and the other terms of this Section 1.21.3. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 5 and the other terms of this Section 1.3 and the Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies the Agent of any failure by the Company to satisfy or otherwise comply with such conditions and terms and directs the Agent not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Administrative Agent shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Administrative Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower and, in the case of any Letter of Credit being issued for the account of a Subsidiary, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Administrative Agent 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 (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation of the Borrower to reimburse the Administrative Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Administrative Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Administrative Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Administrative Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Administrative Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of an application duly executed by the Borrower and reimbursement agreement, if applicable, for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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 such application together with the related reimbursement agreement, if any, being referred to herein as an "“Application"”). Each Letter of Credit 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 Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer 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 Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Revolving Credit 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 (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall terminate on the Revolving Credit Termination Date to the extent such Letter of Credit has been Cash Collateralized in accordance with the foregoing). 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 hereof2.12, before the occurrence 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the such Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral, if any, and the Guaranty Agreements) for such Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect. If The Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Applicable Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Applicable Issuer will give such notice of non-renewal non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination DateDate unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Applicable Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the BorrowerCompany (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof), issue one or more Letters of CreditCredit for the account of any one or more of the Borrowers, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit, whether standby or commercial, duly executed by each Borrower for whose account such Letter of Credit requested was issued (each an "Application"). The current form of the Agent's Applications are attached as Schedule 1.5 (Standby) and Schedule 1.5 (Commercial) hereto. The Agent shall provide the Borrowers and each Lender with copies of any new form of Application that may, from time to time, be adopted by the Agent. Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit, (ii) the Acme Group's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.1 3.3 hereof, (iiiii) except as otherwise provided in Section 1.9 hereof, before during the occurrence continuance of a Default or an Event of DefaultDefault , the Agent will not call for the funding by the Borrower Acme Group of any amount under a Letter of Credit Credit, or any other form of collateral security for the Acme Group's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iiiiv) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's Borrowers' obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. The Agent will promptly notify the Lenders of each issuance by it of a Letter of Credit. If the Agent issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: 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, terminated or (iii) a Default or an Event of Default exists and the Required Banks have any Lender has given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Company subject to the conditions of Section 7.2 hereof 6 and the other terms of this Section 1.21.5. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 6 and the other terms of this Section 1.5 and the Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the Agent not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination DateDate unless the Borrower has provided cash collateral for its obligations with respect to such Letter of Credit as provided below, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, and (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or unless an Event of DefaultDefault has occurred and is continuing, the Agent 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. The Borrower agrees that if on the date that is 30 days prior to the Revolving Credit Termination Date any Letters of Credit remain outstanding, and (iii) if the Agent is not timely reimbursed for Borrower shall then deliver to the Administrative Agent, without notice or demand, cash collateral in accordance with Section 9.4 hereof in an amount equal to 105% of the aggregate amount of any drawing under a each Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effectthen outstanding. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before more than 30 days in advance of the Revolving Credit scheduled Termination Date, the Agent Issuer shall, subject to all of the terms and conditions hereof, at the request of the Borrower, issue one or more Letters of CreditCredit for the account of the Borrower, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateIssuer, in an aggregate face amount as up to that set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent Issuer for the type of Letter of Credit requested in question, duly executed by the Borrower (each an "Application"). Each Letter of Credit issued hereunder shall (a) be payable in U.S. dollars and (b) expire not later than one year from issuance (or be terminable at the option of the Issuer within one year of issuance) but in any event not beyond the scheduled Termination Date. Notwithstanding anything contained in any Application to the contrary: , (i) the Borrower shall Borrower's obligation to pay fees in connection with each Letter of Credit shall be as set forth in Section 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before prior to the occurrence existence of a Default or an Event of Default, the Agent Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to paypay upon demand) from and after the date such drawing is paid at a rate per annum equal at all times to the sum of 2% plus the Applicable Margin plus interest rate applicable to the Base Rate Portions when overdue, as such rate is from time to time in effect. If the Agent Issuer issues any Letter Letters of Credit with an expiration date that is automatically extended unless the Agent Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and in any such instance the Required Banks Lenders have given the Agent Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the Issuer's obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 7, the other terms of this Section 1.21.1 and the other provisions of this Agreement and the Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the Issuer of any failure to satisfy or otherwise comply with such conditions, terms and other provisions and directs the Issuer not to take such action.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Dateto be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory Company shall execute and deliver to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Borrower for the relevant such Letter of Credit in the form then customarily prescribed by the Agent 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 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 repay such reimbursement obligation with funds not borrowed under this Agreement, the 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 (each an "Application"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. Notwithstanding anything Anything contained in any Application the Applications to the contrary: contrary notwithstanding, (i) in the Borrower 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 Bank for the amount of such drawing paid shall bear interest (which the Company hereby promises to pay on demand) from and after the date the drawing is paid until payment in full thereof at the fluctuating rate per annum determined by adding 2% to 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, for the actual number of days elapsed), (ii) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 3 hereof, and (iiiii) except as otherwise provided in Section 1.9 hereof, before prior to the occurrence of a Default or an Event of Default, Default the Agent Bank will not call for the funding by the Borrower of any amount under a Letter of Credit before by the Company prior to being presented with a drawing thereunder, and (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before thirty (30) days prior to the Revolving Credit Termination Date, the a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the Borrowerrequested date of issuance, issue one or more Letters of Credit, in a form satisfactory to the such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the such Issuing Agent for the type of Letter of Credit Credit, requested (each an "Application"). No Letter of Credit may contain an clause which provides for the extension of the expiration date of such Letter of Credit absent an affirmative request from Borrower to the such Issuing Agent and the Administrative Agent requesting such extension. 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 2.1 3.1(b) hereof, and (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the applicable Issuing Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (it being understood that a drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower's obligation to reimburse the applicable Issuing Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to paypay on demand) from and after the date such drawing is paid at a rate per annum equal to the sum of two percent (2% %) plus the Applicable Base Rate Margin plus the Base Rate from time to time in effect. If The applicable Issuing Agent will promptly notify the Agent issues any Banks of each issuance by it of a Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, and any amendment or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such a Letter of Credit. The Each Issuing Agent agrees to issue amendments to the Letter(s) any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 7.2 hereof 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, a Issuing Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Administrative Agent shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Administrative Agent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) (or such later date agreed to by the Administrative Agent) or (ii) the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower and, in the case of any Letter of Credit being issued for the account of a Subsidiary, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.10 hereof, before the occurrence of a Default or an Event of Default, the Administrative Agent 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 (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation of the Borrower to reimburse the Administrative Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Administrative Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Administrative Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Administrative Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Administrative Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). On the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent an amount equal to 105% of the aggregate undrawn amounts on all Letters of Credit then outstanding to be held as cash collateral in the Collateral Account. 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, prior to the Agent Revolving Credit Termination Date 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 (iii) if the Agent 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, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent 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 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iiiii) a Default or an Event of Default exists and either the Administrative Agent or the Required Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 twelve (12) months from the date of issuance (or be which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or Revolving Credit thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter a standby letter of Credit requested credit (each an "“Application"”). 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before or 1.16 hereof or during the occurrence continuance of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. If effect plus the Agent issues Applicable Margin for Domestic Rate Loans and (B) if such Reimbursement Obligation is denominated in any Letter of Credit with Alternative Currency, equal to the rate established pursuant to Section 1.10(b) hereof for Eurocurrency Loans denominated in an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of CreditAlternative Currency. The Agent 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 7.2 6.2 hereof and the other terms of this Section 1.21.3. 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.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth aboveabove up to the L/C Sublimit, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Adjusted Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 the Revolving Credit date that is thirty (30) days prior to the 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates (unless otherwise agreed by the Required Lenders) no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (10) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentIssuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (each an "ApplicationAPPLICATION"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.10 hereof, before the occurrence of a Default or an Event of Default, the Agent Issuing 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 (iii) if the Agent Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent Issuing 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 360 days and actual days elapsed). If the Agent Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Agent Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent Issuing 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 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 (iii) a Default or an Event of Default exists and the Agent, at the direction of the Required Banks have Banks, has given the Agent Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Issuing Bank 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of an application duly executed by the Borrower and reimbursement agreement, if applicable, for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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 such application together with the related reimbursement agreement, if any, being referred to herein as an "“Application"”). Each Letter of Credit 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 Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer 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 Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall terminate on the Revolving Credit Termination Date to the extent such Letter of Credit has been Cash Collateralized in accordance with the foregoing). 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 hereof2.12, before the occurrence 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the such Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral, if any, and the Guaranty Agreements) for such Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for EurodollarSOFR Loans from time to time in effect. If The Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Applicable Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Applicable Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination DateDate unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Applicable Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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"”). Each Letter of Credit 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 Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer 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 Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Revolving Credit 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 (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall terminate on the Revolving Credit Termination Date to the extent such Letter of Credit has been Cash Collateralized in accordance with the foregoing). 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 2.12, 2.13 or Section 3.5 hereof, before prior to the occurrence existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the such Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral, if any, and the Guarantees) for such Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect. If The Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Applicable Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Applicable Issuer will give such notice of non-renewal non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination DateDate unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Applicable Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Dateto be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory Company shall execute and deliver to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of Agent an application duly executed by the Borrower for the relevant such Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Company to reimburse the Agent for the drawings under a Letter of Credit requested (each an "Application")shall be governed by the Application for such Letter of Credit. Notwithstanding anything Anything contained in any Application the Applications to the contrary: contrary notwithstanding, (i) in the Borrower event the Agent is not reimbursed by the Company 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 obligation of the Company to reimburse the Agent for the amount of such draft paid shall bear interest (which the Company hereby promises to pay on demand) from and after the date 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 effect (computed on the basis of a year of 360 days for the actual number of days elapsed), (ii) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 3 hereof, (iiiii) except as otherwise provided in Section 1.9 3.4 hereof, before prior to the occurrence of a Default or an Event of DefaultDefault the Agent will not call for additional collateral security for the obligations of the Company under the Applications, and (iv) except as otherwise provided in Section 3.4 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 Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Company hereby irrevocably authorizes the Agent to charge any of the Company'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. Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability with respect thereto; or impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing, maintaining or participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined. Participations in Letters of Credit. Each Lender shall participate on a pro rata basis in accordance with its Percentage of the Revolving Credit Commitments in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Company for the amount paid by the Agent on any draft presented under a Letter of Credit before being presented with a drawing thereunderCredit, and (iii) if then in that event such Lender shall pay to the Agent is not timely reimbursed such Lender's Percentage of the amount of each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Company for the amount of such draft, together with interest thereon as provided for herein. The obligations of the Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any drawing under a Letter of Credit on and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the date such drawing is paidCompany, the Borrower's Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Agent for its Percentage of the amount of any such drawing draft, then in that event the defaulting Lender shall bear interest (which have no right to participate in any recoveries from the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time Company in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 respect 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 (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2draft.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerBorrower Representative, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateL/C Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the applicable Borrower and, if such Letter of Credit is for the account of any Subsidiary of a Borrower, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). Each Letter of Credit will have an expiration date 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) thirty (30) days prior to the Revolving Credit Termination Date unless such Letter of Credit is Cash Collateralized as hereinafter provided in which case such Letter of Credit shall expire no later than the date that is thirty (30) days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit is outstanding for any reason on the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent on or prior to the Revolving Credit Termination Date Cash Collateral to be held and applied in accordance with Section 9.4 hereof. 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 2.1 hereof, (ii) except as otherwise provided in this Section 1.9 or in Section 1.15 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2.from

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the either Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date), in an aggregate face amount for all Borrowers as set forth above, upon the receipt of an application duly executed by the relevant Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”); provided, however, that if the expiration date of any Letter of Credit issued hereunder extends past the Termination Date, the Borrowers hereby agree to cause Cash Collateral to be posted with the Administrative Agent on or before the date thirty (30) days prior to the Termination Date as then in effect (provided that if the request for such Letter of Credit is made within the thirty (30) day period prior to the Termination Date, the Borrowers hereby agree to cause Cash Collateral to be posted with the Administrative Agent as a condition to the issuance of the requested Letter of Credit), in an amount equal to 105% of the face amount of such Letter of Credit (which shall be held by the Administrative Agent pursuant to the terms of Section 9.4). The Borrowers, the Administrative Agent and the Lenders acknowledge and agree that the L/C Issuer may agree to extend or renew a Letter of Credit issued under this Agreement after the Termination Date. In consideration of any such extension or renewal, Borrowers agree that all Cash Collateral posted with respect to any such Letter of Credit issued under this Agreement shall continue to be pledged to, and subject to the security interest of, the Administrative Agent, for the benefit of the L/C Issuer, after the Termination Date as collateral security for any Reimbursement Obligations related to such Letter of Credit and any extension or renewal thereof. The Borrowers agree that if on the Termination Date any Letters of Credit which have not previously been Cash Collateralized remain outstanding or have not been returned to the L/C Issuer for cancellation or otherwise cancelled, the Borrowers 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 such Letter of Credit (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 Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit and shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 hereof3.1, (ii) except as otherwise provided herein or in Section 1.9 hereofSections 2.7, before the occurrence of a Default 2.12 or 2.13, unless an Event of DefaultDefault exists, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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 otherwise provided for in Section 2.5(c), the Borrower's obligation Borrowers’ obligations to reimburse the Agent L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises jointly and severally promise to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed), and (iv) the L/C Issuer will promptly notify the applicable Borrower of the presentment to the L/C Issuer of any demand for payment by the L/C Issuer under any Letter of Credit, together with notice of the amount of such payment and the date such payment shall be made. If the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended extended, unless the Agent 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 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 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 Banks Lenders (with notice to the Administrative Agent) have given the Agent L/C Issuer instructions to not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 either Borrower subject to the conditions of Section 7.2 hereof 7 and the other terms of this Section 1.2Section.

Applications. At any time before the Revolving Credit Termination Date, the Agent Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentIssuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or five Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as not to exceed that set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or unless an Event of DefaultDefault has occurred and is continuing, the Agent Issuing 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 (iii) if the Agent Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent Issuing 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effect. If the Agent Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Agent Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent Issuing 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 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 (iii) a Default or an Event of Default exists and the Agent, at the direction of the Required Banks have Banks, has given the Agent Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Issuing Bank 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 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent each L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agentapplicable L/C Issuer, with expiration dates no later than the earlier of 12 twelve (12) months from the date of issuance (or be which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or Revolving Credit thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent such L/C Issuer for the Letter a standby letter of Credit requested credit (each an "“Application"” ). 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 2.1 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before or 1.16 hereof or during the occurrence continuance of a Default or an Event of Default, the Agent no L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent an 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effecteffect plus the Applicable Margin for Domestic Rate Loans and (B) if such Reimbursement Obligation is denominated in any Alternative Currency, equal to the rate established pursuant to Section 1.10(b) hereof for Eurocurrency Loans denominated in an Alternative Currency. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent Each L/C Issuer agrees to issue amendments to the Letter(s) of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7.2 6.2 hereof and the other terms of this Section 1.21.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or and 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 (b) hereof, (ii) except as otherwise provided in Section 1.9 1.8 or 1.16 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 until the Business Day following the date such drawing is paid at a rate per annum equal to 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) and thereafter at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminatedtermi­nated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2. 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 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 the 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 the Revolving either Borrower requests a Letter of Credit Termination Date, the Agent shall, at the request of the Borrower, issue one to be issued (or more Letters of Credit, in a form satisfactory prior to the Agentfirst issuance of a Letter of Credit in the case of a continuing application), with expiration dates no later than such Borrower shall execute and deliver to the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Borrower for the relevant such Letter of Credit in the form then customarily prescribed by the Agent Bank (individually an “Application” and collectively the “Applications”). Subject to the other provisions of this subsection, the obligation of the relevant Borrower to reimburse the Bank for the drawings under a Letter of Credit requested (each an "Application")shall be governed by the Application for such Letter of Credit. Notwithstanding anything Anything contained in any Application the Applications to the contrary: contrary notwithstanding, (i) the Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit, (ii) in the event the Bank is not reimbursed by the Borrowers for the amount the Bank pays on any drawing made under a Letter of Credit issued hereunder by 11:00 a.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 shall bear interest (which the Borrowers hereby jointly and severally promise to pay on demand) from and after the date the drawing is paid by the Bank until repayment in full thereof at the fluctuating rate per annum determined by adding the Applicable Margin to 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, days for the actual number of days elapsed), (iii) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 3.1 hereof, (iiiv) except as otherwise provided in Section 1.9 hereof, before prior to the occurrence of a Default or an Event of Default, the Agent Bank will not call for the funding by the Borrower of any amount under a Letter of Credit before by the Borrowers prior to being presented with a drawing thereunder, thereunder and (iiiv) if the Agent is not timely reimbursed for Bank will promptly notify the amount applicable Borrower of the presentment to the Bank of any drawing demand for payment by the Bank under a any Letter of Credit on the date such drawing is paidCredit, the Borrower's obligation to reimburse the Agent for together with notice of the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from payment and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 payment shall 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 Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2made.

Applications. At any time before the Revolving Credit Termination Date, the Agent 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 or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination DateApplicable Issuer, in an aggregate face amount as set forth above, not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of an application duly executed by the Borrower and reimbursement agreement, if applicable, for the relevant Letter of Credit in the form then customarily prescribed by the Agent 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 such application together with the related reimbursement agreement, if any, being referred to herein as an "“Application"”). Each Letter of Credit 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 Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date which is five days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer 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 Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower deposits with the Agent at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall terminate on the Revolving Credit Termination Date to the extent such Letter of Credit has been Cash Collateralized in accordance with the foregoing). 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 2.1 3.3 hereof, (ii) except as otherwise provided in Section 1.9 hereof2.12, before the occurrence 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default, the Agent Applicable Issuer will not call for the funding by the such Borrower of any amount under a Letter of Credit Credit, or any other form of collateral security (other than the Collateral, if any, and the Guaranty Agreements) for such Borrower’s obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate for Eurodollar Loans from time to time in effect. If The Issuer will promptly notify the Agent issues any of each request for a Letter of Credit and of the issuance of a Letter of Credit and the Agent shall promptly thereafter so notify each of the Lenders. If an Applicable Issuer issues any Letters of Credit with an expiration date dates that is are automatically extended unless the Agent such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent such Applicable Issuer will give such notice of non-renewal non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination DateDate unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks Lenders have given the Agent Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees Without limiting the generality of the foregoing, the parties hereto hereby confirm and agree that each Applicable Issuer’s obligation to issue amendments to issue, amend or extend the Letter(s) expiration date of a Letter of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower is subject to the conditions of Section 7.2 hereof and 6, the other terms of this Section 1.21.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any the time before the Revolving Company requests each Letter of Credit Termination Dateto be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory Company shall execute and deliver to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Borrower for the relevant such Letter of Credit in the form then customarily prescribed by the Agent 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 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 repay such reimbursement obligation with funds not borrowed under this Agreement, the Company shall be deemed to have irrevocably requested a Revolving Credit Loan constituting a Domestic Rate Portion on such day in the amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (each an "Application"other than the requirement that a Revolving Credit Loan be in a certain minimum amount), which new Revolving Credit Loan shall be applied to pay the reimbursement obligation then due. Notwithstanding anything Anything contained in any Application the Applications to the contrary: contrary notwithstanding, (i) in the Borrower event the Bank is not reimbursed by the Company (whether out of the proceeds of such a Revolving Credit Loan or otherwise) for the amount the Bank pays on any draft 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 Bank for the amount of such draft paid shall bear interest (which the Company hereby promises to pay on demand) from and after the date the draft is paid until payment in full thereof at the fluctuating rate per annum determined by adding 2% to the 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, for the actual number of days elapsed), (ii) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 3 hereof, and (iiiii) except as otherwise provided in Section 1.9 hereof, before prior to the occurrence of a Default or an Event of Default, Default the Agent Bank will not call for the funding by the Borrower of any amount under a Letter of Credit before by the Company prior to being presented with a drawing thereunderdraft drawn thereunder (or, and (iii) if in the Agent event the draft is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidtime draft, the Borrower's obligation prior to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration due date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2).

Applications. At any time before the Revolving Credit Termination Date, the Administrative Agent shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Administrative Agent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) (or such later date agreed to by the Administrative Agent) or, in the case of any Letter of Credit that is not a Bond Letter of Credit, (ii) the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower and, in the case of any Letter of Credit being issued for the account of a Subsidiary, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the Letter of Credit requested (each an "Application"," it being agreed that the Reimbursement Agreements entered into with respect to the issuance of the Bond Letters of Credit shall each be deemed an Application for purposes hereof). On the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent an amount equal to 105% of the aggregate undrawn amounts on all Letters of Credit then outstanding to be held as cash collateral in the Collateral Account. 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof1.10 hereof or in the relevant Reimbursement Agreement for a Bond Letter of Credit, before the occurrence of a Default or an Event of Default, the Administrative Agent 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 (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation of the Borrower to reimburse the Administrative Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Administrative Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Administrative Agent 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 (other than the Bond Letters of Credit) 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 Required Banks Lenders have given the Administrative Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Administrative Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or unless an Event of DefaultDefault exists, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the BorrowerBorrower and with notice to the Administrative Agent, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer and otherwise in compliance with the provisions of this Agreement, with expiration dates no later than the earlier of 12 (i) twelve (12) months from the date of issuance (or be which are cancelable not later than 12 twelve (12) months from the date of issuance and each renewal) or Revolving Credit and (ii) the date which is thirty (30) days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminatedtermi­nated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of RC2 Brands, which is acting on behalf of the BorrowerBorrowers, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by RC2 Brands, on behalf of the Borrower applicable Borrower, for the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "Application"). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent L/C Issuer will not call for the funding by the Borrower Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Agent 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, the Borrower's Borrowers’ obligation to reimburse the Agent L/C Issuer for the amount of such drawing shall bear interest (which the Borrower Borrowers hereby promises jointly and severally promise to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 RC2 Brands, on behalf of the applicable Borrower subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.21.3.

Applications. At any time before the Revolving Credit Termination Date, the Agent L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form reasonably satisfactory to the AgentL/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or and 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 (b) hereof, (ii) except as otherwise provided in Section 1.9 1.8 or 1.16 hereof, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent 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, the Borrower's ’s obligation to reimburse the Agent 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 until the Business Day following the date such drawing is paid at a rate per annum equal to 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) and thereafter at a rate per annum equal to the sum of 22.0% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct the L/C Issuer otherwise, 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 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 Banks have Lenders, has given the Agent L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 7 hereof and the other terms of this Section 1.2. 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 1.16(c) 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.

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the AgentAgent and the Borrower, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "Application"). The current form of the Agent's Applications are attached as Schedule 1.2 (Standby) and Schedule 1.2 (Commercial) hereto. The Agent shall provide the Borrower and each Bank with copies of any new form of Application that may, from time to time, be adopted by the Agent. 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 2.1 4.1(b) hereof, (ii) except during the continuance of an Event of Default or with respect to Letters of Credit with expiration dates later than the Termination Date and except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit 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, thereunder and (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the Domestic Rate for three (3) Business Days and thereafter at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. The Agent will promptly notify the Banks of each issuance by it of a Letter of Credit. If the Agent issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: date (i) the expiration date of such Letter of Credit if so extended would be after later than the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, terminated or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 and the other terms of this Section 1.2 and the Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies the Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the Agent not to take such action.

Applications. At the time any time before Borrower requests a Letter of Credit to be issued (or prior to the Revolving first issuance of a Letter of Credit Termination Datein the case of a continuing application), such Borrower shall execute and deliver to the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant such Letter of Credit in the form then customarily prescribed by the Agent (individually an "APPLICATION" and collectively the "APPLICATIONS"). Subject to the other provisions of this subsection, the obligation of such Borrower to reimburse the Agent for the drawings under a Letter of Credit requested (each an "Application")shall be governed by the Application for such Letter of Credit. Notwithstanding anything Anything contained in any Application the Applications to the contrary: contrary notwithstanding, (i) the Borrower Borrowers shall be jointly and severally liable for all obligations in respect of each 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 obligation of the Borrowers to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrowers hereby jointly and severally promise to pay on demand) from and after the date 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 effect (computed on the basis of a year of 365 days for the actual number of days elapsed), (iii) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 3 hereof, (iiiv) except as otherwise provided in Section 1.9 3.3 hereof, before prior to the occurrence of a Default or an Event of DefaultDefault the Agent will not call for additional collateral security for the L/C Obligations, (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 by the Borrower of any amount under a Letter of Credit before by the Borrowers prior to being presented with a drawing thereunderdraft drawn thereunder (or, in the event the draft is a time draft, prior to its due date) and (iiivi) if the Agent will promptly notify the applicable Borrower of the presentment to the Agent of any demand for payment by the Agent under any Letter of Credit, together with notice of the amount of such payment and the date such payment shall be made. The reimbursement obligations of each Borrower under this Section 1.4 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense. The Borrowers hereby irrevocably authorize the Agent to charge, while any Event of Default is not timely reimbursed continuing, any of any Borrower's deposit accounts maintained with the Agent for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation necessary to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter drafts drawn under Letters of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent 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 Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof and the other terms of this Section 1.2issued hereunder.

Applications. At any time before the Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Borrower application for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit Credit, whether standby or commercial, requested (each an "Application"). Notwithstanding anything contained in any Application to the contrary: contrary (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 2.1(b) hereof, (ii) except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default, the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit 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 Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Agent 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Domestic Rate from time to time in effect. If the Agent issues any Letter Letters of Credit with an expiration date dates that is are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal non- extension before the time necessary to prevent such automatic extension if before such required notice date: 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, terminated or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 7.2 hereof 6.2 and the other terms of this Section 1.2.

Applications. At any time before the Revolving Credit Termination Date, the Agent relevant L/C Issuer shall, at the request of the Borrower, issue one or more Letters of CreditCredit in U.S. Dollars, in a form satisfactory to the Agentsuch L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or be which are cancelable not later than 12 months from the date of issuance and each renewal) or 12 months after the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed 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 Agent relevant L/C Issuer for the Letter of Credit requested (each an "“Application"”). 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 2.1 hereof, (ii) except as otherwise provided in Section 1.9 1.8 hereof, before the occurrence of a Default or an Event of Default, the Agent relevant 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 (iii) if the Agent an 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, the Borrower's obligation to reimburse the Agent ’s Reimbursement Obligation 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 at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effecteffect (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 the Agent an L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the Agent such L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Agent Required Lenders instruct such 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 more than 12 months after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) at such time, a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Banks have Lenders, has given the Agent such L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent 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 Borrower subject to the conditions of Section 7.2 7 hereof and the other terms of this Section 1.2. Notwithstanding any provision of this Agreement to the contrary, following the Revolving Credit Termination Date, no L/C Issuer shall extend the expiration date of any Letter of Credit theretofore issued by it.

Applications. At any time before the Revolving Credit Termination (a) On each Distribution Date, the Agent shall, at Trustee shall distribute from amounts on deposit in the request Series 1998-1 Accrued Interest Sub-subaccount in the following order of the Borrower, issue one or more Letters of Credit, in a form satisfactory priority to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (each an "Application"). Notwithstanding anything contained in any Application to the contrary: extent funds are available: (i) to the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 hereofClass A Certificateholders, (ii) except as otherwise provided in Section 1.9 hereofan amount equal to the Class A Monthly Interest payable on such Distribution Date, before the occurrence of a Default or an Event of Default, the Agent 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 (iii) if the Agent is not timely reimbursed for PLUS the amount of any drawing under Class A Monthly Interest previously due but not distributed to the Class A Certificateholders on a Letter of Credit on the date such drawing is paidprior Distribution Date, the Borrower's obligation to reimburse the Agent for PLUS the amount of any Class A Additional Interest for such drawing shall bear interest Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that during the Series 1998-1 Amortization Period, no Class A Additional Interest will be paid until repayment in full of the Series 1998-1 Invested Amount and payment in full of all Class A Monthly Interest and Class B Monthly Interest. (which ii) to the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum Class B Certificateholders, an amount equal to the sum Class B Monthly Interest payable on such Distribution Date, PLUS the amount of 2% plus any Class B Monthly Interest previously due but not distributed to the Applicable Margin plus Class B Certificateholders on a prior Distribution Date, PLUS the Base Rate from time amount of any Class B Additional Interest for such Distribution Date and any Class B Additional Interest previously due but not distributed to time the Class B Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that during the Series 1998-1 Amortization Period, no Class B Additional Interest will be paid until repayment in effect. If full of the Agent issues any Letter Series 1998-1 Invested Amount and payment in full of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration dateall Class A Monthly Interest and Class B Monthly Interest. (b) On each Distribution Date, the Agent will give such notice Trustee shall apply funds on deposit in the Series 1998-1 Non-Principal Collection Sub-subaccount in the following order of non-renewal before priority to the time necessary to prevent such automatic extension if before such required notice date: extent funds are available: (i) an amount equal to the expiration date Series 1998-1 Monthly Servicing Fee for the Accrual Period ending on such Distribution Date shall be withdrawn from the Series 1998-1 Non-Principal Collection Sub-subaccount by the Trustee and paid to the Servicer or the Successor Servicer, as the case may be (less any amounts payable to the Trustee pursuant to Section 8.5 of such Letter of Credit if so extended would the Agreement, which shall be after paid to the Revolving Credit Termination Date, Trustee); and (ii) an amount equal to any unpaid Program Costs due and payable shall be withdrawn from the Revolving Credit Commitments have Series 1998-1 Non-Principal Collection Sub- subaccount by the Trustee and paid to the Persons owed such amounts. Any remaining amounts on deposit in the Series 1998-1 Non-Principal Collection Sub-subaccount on any Distribution Date (in excess of the Accrued Expense Amount as of such day) not allocated pursuant to clauses (i) and (ii) above shall be paid to the owner of the Series 1998-1 Subordinated Interest; PROVIDED, HOWEVER, that during the Series 1998-1 Amortization Period, such remaining amounts shall be deposited in the Series 1998-1 Principal Collection Sub-subaccount for distribution in accordance with subsection 3A.6(c). (c) During the Series 1998-1 Amortization Period, the Trustee shall apply, on each Distribution Date, amounts on deposit in the Series 1998-1 Principal Collection Sub-subaccount in the following order of priority: (i) an amount equal to the Series 1998-1 Monthly Principal Payment for such Distribution Date shall be distributed from the Series 1998-1 Principal Collection Sub-subaccount: (A) first, pro rata, to the Class A Certificateholders until the repayment in full of the Class A Invested Amount; and (B) second, pro rata, to the Class B Certificateholders until the repayment in full of the Class B Invested Amount; and (ii) following the repayment in full of the Series 1998-1 Invested Amount, (x) if any amounts are owed to the Trustee or any other Person, on account of its expenses, advances and disbursements incurred in respect of the performance of its responsibilities hereunder or as Successor Servicer, such amounts shall be transferred from the Series 1998-1 Principal Collection Sub-subaccount and paid to the Trustee or such other Person and (y) if the Optional Termination Date has occurred and any portion of the Prepayment Premium payable to the Term Certificateholders pursuant to subsection 2.6(b) has not been terminatedpaid, or then funds in an amount equal to the unpaid portion of such Prepayment Premium shall be transferred from the Series 1998-1 Principal Collection Sub-subaccount and paid, FIRST, to the Class A Certificateholders and, SECOND, to the Class B Certificateholders; and (iii) a Default or an Event of Default exists and following the Required Banks have given the Agent instructions not to so permit the extension repayment in full of the expiration date Series 1998-1 Invested Amount and of all of the amounts set forth in clause (ii), the remaining amount on deposit in the Series 1998-1 Principal Collection Sub-subaccount on such Letter of Credit. The Agent agrees to issue amendments Distribution Date, if any, shall be distributed to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request owner of the Borrower subject Series 1998-1 Subordinated Interest. (d) On each Special Distribution Date occurring in respect of a Reduction hereunder, the Trustee shall distribute to the conditions Term Certificateholders on such Special Distribution Date (PRO RATA based on the then outstanding Invested Amount of Section 7.2 hereof each Class and PRO RATA within each Class), from amounts on deposit in the other terms of this Section 1.2Series 1998-1 Principal Collection Sub-subaccount an amount equal to the Reduction Amount to be made on such Special Distribution Date.