Common use of Applications Clause in Contracts

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the Borrowers, issue one or more Letters of Credit in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer for the type of Letter of 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 (i) the Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company Company, which is acting on behalf of the Borrowers, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company Company, on behalf of the Borrowers andapplicable Borrower, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 or 1.18 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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. Dollarsannum, equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and (ythe actual number of days elapsed) if such Letter of Credit is denominated in an Alternative Currency, equal to the sum of plus 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 CreditBase Rate Loans. If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowersapplicable Borrower, subject to the conditions of Section 8.2 7 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality 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 foregoing, 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 obligation risk with respect 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 actionLender.

Applications. At any the time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf requests each Letter of Credit to be issued (or prior to the Borrowers, issue one or more Letters first issuance of a Letter of Credit in the case of a form satisfactory continuing application), the Company shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, requested Bank (each individually an “Application” and collectively the “Applications”); provided. Subject to the other provisions of this subsection, that with respect the obligation of the Company to any reimburse the Bank for drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application for drawing under such Letter of Credit. Any 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 cash collateral required by drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this Section 1.2(b) Agreement, the Company shall be held by deemed to have irrevocably requested a Loan constituting a Base Rate Portion on such day in the Administrative Agent pursuant amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the terms of Section 10.4 hereofrequirement 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 notwithstanding, (i) in the Borrowers’ 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 shall be as exclusively set forth in Section 4.1(b) 3 hereof, and (iiiii) except as provided above, at any time when no prior to the occurrence of an Event of Default exists the L/C Issuer Bank will not call for the funding by the Borrowers of any amount under a Letter of Credit before by the Company prior to being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 action1.4.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of Borrower and with notice to the BorrowersAdministrative Agent, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C IssuerIssuer and otherwise in compliance with the provisions of this Agreement, with expiration dates no later than the earlier of (i) 12 twelve (12) months from the date of issuance (or which are cancelable not later than twelve (12) months from the date of issuance and each renewal) and (ii) 365 the date which is thirty (30) days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and prior to thirty (30) days before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) 365 days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 or Section 1.14 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under the terms set forth in such Letter of Credit, then unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the L/C Issuer will, unless the Administrative Agent and the Required Lenders instruct the L/C Issuer otherwise, 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 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 later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit that 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.thirty

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerAgent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after the or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Agent for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect and (y) if such effect. If the Agent issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 Lenders Banks have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7.2 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (subject to rights of renewal for periods of up to 12 months each), provided no Letter of Credit by renewal or (ii) 365 otherwise may have an expiration date later than 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Wholly-owned Subsidiaries, such Wholly-owned Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear shall, subject to the provisions of Section 1.2(c) hereof, be converted to a Borrowing of a Base Rate Loan bearing interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 Creditpaid. If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 30 days after prior to 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 Administrative Agent, in its discretion or at the request of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the applicable L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower Representative, issue one or more Letters of Credit in a Dollars, in form satisfactory and substance acceptable to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal), or (ii) 365 days after 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 Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, provided that with respect to any Letter of Credit with 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 expiration 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 later than 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, the Borrowers shall deliver to the Administrative Agent no later than 20 days prior to on the Termination Date cash collateral in the U.S. Dollar Equivalent of the full amount then available for drawing under date such Letter of Credit. Any such cash collateral required by this Section 1.2(b) shall be held by Credit is issued, Cash Collateral in an amount equal to 105% of the Administrative Agent L/C Obligations pursuant to documentation reasonably satisfactory to the terms of Section 10.4 hereofAgent and the L/C Issuer. Notwithstanding anything contained in any Application to the contrary contrary: (ix) the Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.13(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiy) if the 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 Borrowers’ obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers each Borrower hereby promise 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 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit. If 365 or 366 days, as the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Creditcase may be, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension actual number of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2days elapsed). Without limiting the generality of the foregoing, the applicable L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 8.2 3.1 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 action2.3).

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans the Reimbursement Obligation plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then 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 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 either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before thirty (30) days prior to the Termination Date, the L/C Issuer a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the Company on behalf requested date of the Borrowersissuance, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Issuersuch Issuing Agent, with expiration dates no later than the earlier of five (i5) 12 months from the date of issuance or (ii) 365 days after Business Days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer such Issuing Agent for the type of Letter of Credit, whether standby or commercial, requested (each an “Application”); provided. Concurrently with the delivery of such Application, that with respect to any the Borrower shall notify the Administrative Agent whether or not the requested 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 a Marketing Subsidiary 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 (i) the Borrowers’ Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b3.1(b) hereof, and (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower’s obligation to reimburse the L/C Issuer applicable Issuing Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to paypay on demand) 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 two percent (2%) plus the Applicable Margin for Base Rate Loans Margin plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer applicable Issuing Agent will promptly notify the Lenders Banks of each issuance by it of a Letter of Credit. If the L/C Issuer issues Credit and any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated amendment or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such a Letter of Credit. The L/C Issuer Each Issuing Agent agrees to issue amendments to the any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 8.2 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, the L/C Issuera Issuing Agent’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of set forth herein (including the conditions set forth in Section 8.2 6.2 and the other terms of this Section 1.2 2.2) and the L/C Issuer an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Lender Bank notifies the L/C Issuer such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer such Issuing Agent not to take such action.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuing Bank shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerIssuing Bank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after the or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Issuing Bank for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.11 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Issuing Bank will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ Borrower's obligation to reimburse the L/C Issuer Issuing Bank for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 Reimbursement Obligations plus the Base Rate from time to time in effect and (y) if such effect. If the Issuing Bank issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditIssuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Issuing Bank 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 Agent, at the direction of the Required Lenders have Banks, has given the L/C Issuer Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Issuing Bank agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7.2 hereof 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 on or after the Effective Date and before the Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerAgent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer Agent for the type of Letter of 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 (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as provided above, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers 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 L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect 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 Crediteffect. If the L/C Issuer Agent issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 non- extension before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders Banks have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 6.2 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 on or after the Effective Date and before thirty (30) days prior to the Termination Date, the L/C Issuer a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the Company on behalf requested date of the Borrowersissuance, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Issuersuch Issuing Agent, with expiration dates no later than the earlier of five (i5) 12 months from the date of issuance or (ii) 365 days after Business Days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer such Issuing Agent for the type of Letter of Credit, whether standby or commercial, requested (each an “"Application”"); provided, that with respect to any . No Letter of Credit with may contain an clause which provides for the extension of the expiration date that is later than of such Letter of Credit absent an affirmative request from Borrower to the Termination Date, the Borrowers shall deliver to such Issuing Agent and 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 requesting 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 hereofextension. Notwithstanding anything contained in any Application to the contrary (i) the Borrowers’ Borrower's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b3.1(b) hereof, and (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ last sentence of Section 2.5(c) shall be deemed to have been timely reimbursed), Borrower's obligation to reimburse the L/C Issuer applicable Issuing Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to paypay on demand) 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 two percent (2%) plus the Applicable Margin for Base Rate Loans Margin plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer applicable Issuing Agent will promptly notify the Lenders Banks of each issuance by it of a Letter of Credit. If the L/C Issuer issues Credit and any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated amendment or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such a Letter of Credit. The L/C Issuer Each Issuing Agent agrees to issue amendments to the any Letters of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of set forth herein (including the conditions set forth in Section 8.2 6.2 and the other terms of this Section 1.22.2). Without limiting the generality of the foregoing, the L/C Issuer’s a Issuing Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of set forth herein (including the conditions set forth in Section 8.2 6.2 and the other terms of this Section 1.2 2.2) and the L/C Issuer an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Lender Bank notifies the L/C Issuer such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer such Issuing Agent not to take such action.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuing Bank shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerIssuing Bank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after the or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Issuing Bank for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Issuing Bank will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ Borrower's obligation to reimburse the L/C Issuer Issuing Bank for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect and (y) if such effect. If the Issuing Bank issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditIssuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Issuing Bank 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 Agent, at the direction of the Required Lenders have Banks, has given the L/C Issuer Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Issuing Bank agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 8.2 7.2 hereof 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 the time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf requests each Letter of Credit to be issued (or prior to the Borrowers, issue one or more Letters first issuance of a Letter of Credit in the case of a form satisfactory continuing application), the Company shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Agent an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer 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 type of Letter of Credit, whether standby or commercial, requested (each an “Application”); provided, that with respect to any drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application 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 Anything contained in any Application the Applications to the contrary notwithstanding, (i) in the Borrowers’ 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 shall be as exclusively set forth in Section 4.1(b) 3 hereof, (iiiii) except as otherwise provided abovein Section 3.4 hereof, at any time when no prior to the occurrence of a Default or an Event of Default exists the L/C Issuer 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 Borrowers 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 L/C Issuer is not timely reimbursed for Agent such Lender's Percentage of the amount of any drawing under a Letter each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of Credit on the date such drawing is paid, Agent to obtain reimbursement from the Borrowers’ obligation to reimburse the L/C Issuer Company for the amount of such drawing shall bear draft, together with interest (which thereon as provided for herein. The obligations of the Borrowers hereby 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 Lenders to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currencyany set-off, equal counterclaim or defense 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 L/C Issuer issues payment which any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments Lender may have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of had against the Company, on behalf the 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 Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 amount of any Letter such draft, then in that event the defaulting Lender shall have no right to participate in any recoveries from the Company in respect 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 actiondraft.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its if the Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans 2.0% per annum plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerAgent, with expiration dates no later than the earlier of twenty-four (i24) 12 months from the date of issuance of the relevant Letter of Credit or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, requested Agent (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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit Credit, or for 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 L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect and (y) if such effect. If the Agent issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) an Event of Default exists and the Required Lenders Banks have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 6.2 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, and (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no unless an Event of Default exists has occurred and is continuing, the L/C Issuer will not call for the funding by the Borrowers 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 L/C Issuer 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 Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 Creditthen outstanding. If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Lenders instruct the L/C Issuer otherwise, the 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) an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Administrative Agent shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C IssuerAdministrative Agent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such in the case of any Letter of Credit is being issued for the account of one of its Subsidiariesa Subsidiary, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Administrative Agent for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer Administrative Agent will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ obligation of the Borrower to reimburse the L/C Issuer Administrative Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect (computed on the basis of a year of 365 or 366 days, as the case may be, and (y) if such the actual number of days elapsed). If the Administrative Agent issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAdministrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Administrative Agent 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 Lenders have given the L/C Issuer Administrative Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Administrative Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the date thirty days prior to the Commitment Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or thirty days after prior to the Commitment Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder2.10, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If Borrower so requests in any Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (yeach, 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) if 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 denominated in an Alternative Currency, equal to issued. Unless otherwise directed by 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 Issuer, Borrower shall not be required to make a Letter of Credit. If specific request to the L/C Issuer issues for any Letters such extension. Once an Auto-Extension Letter of Credit with expiration dates that are automatically extended under has been issued, the terms set forth in such Letter of Credit, then Lenders shall be deemed to have authorized (but may not require) the L/C Issuer will give notice of non-renewal to permit the beneficiary extension of such Letter of Credit at any time to an expiry date which shall comply with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Datethis paragraph; provided, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given however, that the L/C Issuer instructions shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to so permit the extension of the expiration date of issue such Letter of CreditCredit in its revised form (as extended) under the terms hereof (by reason of the provisions of the last sentence of this clause (b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 4 and the other terms of this Section 1.22.2. 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.744209099 20664705

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 days after or 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.7 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Adjusted Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers 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 customarily prescribed by the L/C Issuer for the type a standby letter of Letter of Credit, whether standby or commercial, requested credit (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 (i) the Borrowers’ Borrower's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as provided above, at any time when no during the continuance of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers 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 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 Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof at a rate per annum (xi) 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 Domestic Rate from time to time in effect PLUS the Applicable Margin for Domestic Rate Loans and (yii) if such Letter of Credit is denominated in an Alternative CurrencyEuros, Japanese Yen or Pound Sterling, equal to the sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii1.10(b) 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 6.2 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 action1.3.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 and 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Subsidiary, in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1 (b) hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof the Business Day following the date such drawing is paid at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and (ythe actual number of days elapsed) if such Letter of Credit is denominated in an Alternative Currency, and thereafter at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Eurocurrency Loans plus the rate established pursuant Base Rate from time to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated time in an Alternative Currency. The L/C Issuer will promptly notify effect (computed on the Lenders of each issuance by it basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 termi-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 Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerAgent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after the or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Agent for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”"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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.10 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect and (y) if such effect. If the Agent issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 Lenders have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7.2 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower Representative, issue one or more Letters of Credit in U.S. Dollars or an Alternative Currency, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers applicable Borrower and, if such Letter of Credit is for the account of one any Subsidiary of its Subsidiariesa Borrower, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, . 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 with respect is thirty (30) days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit with an expiration date that is later than outstanding for any reason on the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent no later than 20 days on or prior to the Revolving Credit 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 Cash Collateral to be held by the Administrative Agent pursuant to the terms of and applied in accordance with Section 10.4 9.4 hereof. Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein this Section or in Section 1.15 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby promise to pay) from and after the date such drawing is paid until payment in full thereof at a rate per annum equal to (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (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, equal to the sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii) hereof Eurocurrency Rate for Eurocurrency Loans denominated in an such Alternative Currency. The L/C Issuer will promptly notify the Lenders of each issuance by it of a Letter of Credit. If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under extended, unless the terms set forth in such Letter of CreditAdministrative Agent or the Required Lenders instruct the L/C Issuer otherwise, then the L/C Issuer will give Borrower Representative notice of non-renewal to that the beneficiary expiration date of such Letter of Credit with a copy to the Company on behalf of the Borrowers will not be extended beyond its then scheduled expiration date 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 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 terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower Representative subject to the conditions of Section 8.2 7 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality 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 foregoing, 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 obligation risk with respect to issuesuch Lender. Notwithstanding the foregoing, amend the LC Issuer may issue one or extend the more Letters of Credit in U.S. Dollars with an expiration date of a Letter of Credit which is subject to later than the conditions of Section 8.2 and the other terms of date otherwise permitted by this Section 1.2 and 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 Issuer will not issue, amend or extend the expiration date of any Letter Obligations with respect to all such Letters of Credit if shall not at any Lender notifies 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 L/C Revolving Credit Termination Date (or such earlier date as may be requested by the LC Issuer or the Administrative Agent during the existence of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such actionan Event of Default).

Applications. At the time any time on Borrower requests a Letter of Credit to be issued (or after prior to the Effective Date and before the Termination Date, the L/C Issuer shall, at the request first issuance of the Company on behalf of the Borrowers, issue one or more Letters a Letter of Credit in the case of a form satisfactory continuing application), such Borrower shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Agent an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer 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 type of Letter of Credit, whether standby or commercial, requested (each an “Application”); provided, that with respect to any drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application 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 Anything contained in any Application the Applications to the contrary notwithstanding, (i) the Borrowers’ 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 shall be as exclusively set forth in Section 4.1(b) 3 hereof, (iiiv) except as otherwise provided abovein Section 3.3 hereof, at any time when no prior to the occurrence of a Default or an Event of Default exists the Agent will not call for additional collateral security for the L/C Issuer 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 Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit by the Borrowers prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to its due date) and (vi) the Agent will promptly notify the applicable Borrower of the presentment to the conditions Agent of Section 8.2 and any demand for payment by the other terms of this Section 1.2 and the L/C Issuer will not issue, amend or extend the expiration date of Agent under any Letter of Credit if 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 Lender notifies and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense. The Borrowers hereby irrevocably authorize the L/C Issuer Agent to charge, while any Event of Default is continuing, any of any failure Borrower's deposit accounts maintained with the Agent for the amount necessary to satisfy or otherwise comply with such conditions and terms and directs reimburse the L/C Issuer not to take such actionAgent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any the time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf requests each Letter of Credit to be issued (or prior to the Borrowers, issue one or more Letters first issuance of a Letter of Credit in the case of a form satisfactory continuing application), the Company shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank (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 type of Letter of Credit, whether standby or commercial, requested (each an “Application”); provided, that with respect to any drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application for drawing under such Letter of Credit. Any 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 cash collateral required by drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this Section 1.2(b) Agreement, the Company shall be held by deemed to have irrevocably requested a Loan constituting a Base Rate Portion on such day in the Administrative Agent pursuant amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the terms of Section 10.4 hereofrequirement 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 notwithstanding, (i) in the Borrowers’ 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 shall be as exclusively set forth in Section 4.1(b) 3 hereof, and (iiiii) except as provided above, at any time when no prior to the occurrence of an Event of Default exists the L/C Issuer Bank will not call for the funding by the Borrowers of any amount under a Letter of Credit before by the Company prior to being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 and 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit Subsidiary, in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1 (b) hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof the Business Day following the date such drawing is paid at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and (ythe actual number of days elapsed) if such Letter of Credit is denominated in an Alternative Currency, and thereafter at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Eurocurrency Loans plus the rate established pursuant Base Rate from time to Section 3.2(c)(iii) hereof for Eurocurrency Loans denominated time in an Alternative Currency. The L/C Issuer will promptly notify effect (computed on the Lenders of each issuance by it basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination DateDate (or which are cancelable not later than 12 months after the Termination Date and each renewal), in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers Borrower and, if such Letter of Credit is also for the account of one of its Subsidiaries, such Subsidiary Subsidiary, for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided. No later than the date which is ten days prior to the Termination Date, that with respect to Borrower will cash collateralize any Letter of Credit with an expiration date that is later than the Termination Date, the Borrowers shall deliver Date in an amount equal to the Administrative Agent no later than 20 days prior to the Termination Date cash collateral in the U.S. Dollar Equivalent undrawn face amount 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 to be held by the Administrative Agent pursuant to the terms of as provided in Section 10.4 9.6(b) hereof. Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.4 hereof, (ii) except as provided above, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless (x) all of the Banks (in such Letter the case of Creditclauses (i) and (ii) below) or (y) the Required Banks (in the case of clause (iii) below) instruct the L/C Issuer otherwise, then the 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) a Default or an Event of Default exists and the Agent, at the request or with the consent of the Required Lenders have Banks, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.8.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the BorrowersCompany, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination DateAgent, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer Agent for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “"Application”"); provided, that with respect to . This Agreement supersedes 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 terms 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 Applications which are irreconcilably inconsistent with the terms of Section 10.4 hereof. Notwithstanding anything contained in any Application to the contrary (i) the Borrowers’ Company's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.4 hereof, (ii) except as provided above, at any time when no during the continuance of an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers 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 L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Company's obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers Company hereby promise 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 the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect 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 Currencyeffect. The L/C Issuer Agent will promptly notify the Lenders Administrative Agent of each issuance by it of a Letter of CreditCredit and of each reduction or termination thereof and the Administrative Agent shall then promptly notify each Bank thereof. If the L/C Issuer Agent issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders Banks have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Company subject to the conditions of Section 8.2 5 and the other terms of this Section 1.21.3. Without limiting the generality of the foregoing, the L/C Issuer’s 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 5 and the other terms of this Section 1.2 1.3 and the L/C Issuer Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Lender Bank notifies the L/C Issuer Agent of any failure by the Company to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer Agent not to take such action.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in a Dollars, in form satisfactory and substance acceptable to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or 10 Business Days prior to the Revolving Credit Termination Date (iiunless the Borrower has provided Cash Collateral in compliance with the requirements of Section 4.5 or a backup letter of credit from an issuer reasonably acceptable to the Administrative Agent as security for such Letter of Credit in an amount equal to 103% of the full amount then available for drawing under such Letter of Credit) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder2.13(b), and (iiiii) if the L/C Issuer is not timely reimbursed as required by this Agreement for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof such reimbursement is made at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and (y) if the actual number of days elapsed); provided, however, that, after the occurrence and during the continuance of an Event of Default, upon the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders with written notice to the Borrower, or upon acceleration, the interest on such Letter of Credit is denominated in an Alternative Currency, drawing shall be equal to the sum of the Applicable Margin for Eurocurrency Loans foregoing rate per annum 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.22.00%. 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 terms or conditions of this Agreement (including the conditions set forth in Section 8.2 3.1 and the other terms of this Section 1.2 and 2.3). Notwithstanding anything herein to the contrary, the L/C Issuer will not issuer shall be under no obligation to issue, extend or amend or extend the expiration date of any Letter of Credit if any Lender notifies is at such time a Defaulting Lender hereunder unless the Borrower or such Defaulting Lender has provided Cash Collateral in compliance with Section 4.5 sufficient to eliminate the L/C Issuer of any failure Issuer’s risk with respect to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such actionDefaulting Lender.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after or the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paidpaid (including without limitation pursuant to a Borrowing hereunder after notice to the Borrower as provided in Section 1.3(c), the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer applicable Issuing Bank shall, at the request of the Company on behalf of the BorrowersU.S. Borrower, issue one or more Letters of Credit in a form satisfactory to the L/C IssuerCredit, with expiration dates Expiry Dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or 10 days prior to the Termination Date (iiunless the Borrowers agree to provide Cash Collateral in an amount equal to 102% of the face amount of the applicable Letter of Credit) 365 days after in compliance with the requirements of Section 2.13(h) as security for such Letter of Credit no fewer than ten Business Days prior to the Termination Date, ) in an aggregate face amount as set forth aboveabove in Section 2.17(a), upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer applicable Issuing Bank for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof2.12(d), and (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit L/C Disbursement on the date of such drawing is paidL/C Disbursement, the Borrowers’ obligation to reimburse the L/C Issuer Issuing Bank for the amount of such drawing L/C Disbursement shall bear interest (which the Borrowers hereby promise to pay) from and after the date of such drawing is paid until payment in full thereof L/C Disbursement at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Revolving Facility Loans that are ABR Loans plus the Alternate Base Rate from time to time in effect (computed on the basis of a year of 365 (or 366 days in a leap year), and the actual number of days elapsed (yincluding the first day but excluding the last day)); provided, however, that, after the occurrence and during the continuance of any Event of Default under ARTICLE VII(a), (b), (h), (i) if or (j), the interest on such Letter of Credit is denominated in an Alternative Currency, drawing shall be equal to the sum foregoing rate per annum plus 2.0%; provided further that the foregoing proviso shall not apply to any Event of Default that has been waived by the Applicable Margin for Eurocurrency Loans plus the rate established Lenders 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal 9.02 (to the beneficiary of extent such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if waiver so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2expressly provides). Without limiting the generality of the foregoing, the L/C Issuer’s Issuing Banks’ obligation to issue, amend or extend the expiration date Expiry Date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 8.2 4.04 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.2.17)

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company RC2 Brands, which is acting on behalf of the Borrowers, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company RC2 Brands, on behalf of the Borrowers andapplicable Borrower, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby jointly and severally 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the CompanyRC2 Brands, on behalf of the Borrowers, applicable Borrower subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Termination Date, the each L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the applicable L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than twelve (ii12) 365 months from the date of issuance and each renewal) or thirty (30) days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers 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 customarily prescribed by the such L/C Issuer for the type a standby letter of Letter of Credit, whether standby or commercial, requested credit (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 (i) the Borrowers’ Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as otherwise provided above, at any time when no in Section 1.9 or 1.16 hereof or during the continuance of an Event of Default exists the Default, no L/C Issuer will not call for the funding by the Borrowers 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 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 Borrowers’ Borrower’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof at a rate per annum (xA) if such Letter of Credit Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans and (yB) if such Letter of Credit Reimbursement Obligation is denominated in an any Alternative Currency, equal to the sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii1.10(b) 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Each L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 6.2 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality contrary, no L/C Issuer shall be under any 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 such L/C Issuer has entered into arrangements with the foregoingBorrower or such Lender satisfactory to such L/C Issuer to eliminate such L/C Issuer’s risk with respect to such Lender. In the event of any conflict between the terms of this Agreement and the terms of any L/C Document (other than this Agreement), the terms of this Agreement shall control. If the Borrower so requests in any applicable Application, an 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’s obligation , the Borrower shall not be required to issue, amend or extend the expiration date of make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit is subject has been issued, the Lenders shall be deemed to the conditions of Section 8.2 and the other terms of this Section 1.2 and have authorized (but may not require) the L/C Issuer will not issue, amend or extend to permit the expiration date extension of any such Letter of Credit if at any Lender notifies time to an expiry date not later than thirty (30) days prior to the Termination Date; provided, however, that such L/C Issuer of shall not permit any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer not to take such action.such

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 or Section 1.15 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans Reimbursement Obligations plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then 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 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 either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality 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 foregoing, 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 obligation risk with respect 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 actionLender.

Applications. At any time on or after the Effective Date and before the Termination Date, the each L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the applicable L/C Issuer, with expiration dates no later than the earlier of twelve (i12) 12 months from the date of issuance (or which are cancelable not later than twelve (ii12) 365 months from the date of issuance and each renewal) or thirty (30) days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers 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 customarily prescribed by the such L/C Issuer for the type a standby letter of Letter of Credit, whether standby or commercial, requested credit (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 (i) the Borrowers’ Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as otherwise provided above, at any time when no in Section 1.9 or 1.16 hereof or during the continuance of an Event of Default exists the Default, no L/C Issuer will not call for the funding by the Borrowers 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 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 Borrowers’ Borrower’s obligation to reimburse the such L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise promises to pay) from and after the date such drawing is paid until payment in full thereof at a rate per annum (xA) if such Letter of Credit Reimbursement Obligation is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans and (yB) if such Letter of Credit Reimbursement Obligation is denominated in an any Alternative Currency, equal to the sum of the Applicable Margin for Eurocurrency Loans plus the rate established pursuant to Section 3.2(c)(iii1.10(b) 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The Each L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit issued by it increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 6.2 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality contrary, no L/C Issuer shall be under any 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 such L/C Issuer has entered into arrangements with the foregoingBorrower or such Lender satisfactory to such L/C Issuer to eliminate such L/C Issuer’s risk with respect to such Lender. In the event of any conflict between the terms of this Agreement and the terms of any L/C Document (other than this Agreement), the terms of this Agreement shall control. If the Borrower so requests in any applicable Application, an 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’s obligation , the Borrower shall not be required to issue, amend or extend the expiration date of make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit is subject has been issued, the Lenders shall be deemed to the conditions of Section 8.2 and the other terms of this Section 1.2 and have authorized (but may not require) the L/C Issuer will not issue, amend or extend to permit the expiration date extension of any such Letter of Credit if at any Lender notifies time to an expiry date not later than thirty (30) days prior to the Termination Date; provided, however , that such L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer shall not to take such action.permit -5-

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuing Bank shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerIssuing Bank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after the or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Issuing Bank for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”"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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.10 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer Issuing Bank will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ Borrower's obligation to reimburse the L/C Issuer Issuing Bank for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 Reimbursement Obligations plus the Base Rate from time to time in effect (computed on the basis of a year of 360 days and (y) if such actual days elapsed). If the Issuing Bank issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditIssuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Issuing Bank 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 Agent, at the direction of the Required Lenders have Banks, has given the L/C Issuer Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Issuing Bank agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7.2 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the Company (which is acting on behalf of the BorrowersBorrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, 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 Company on behalf of the Borrowers andand reimbursement agreement, if such Letter of Credit is for the account of one of its Subsidiariesapplicable, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Applicable Issuer for the type of Letter of CreditCredit in question, whether standby or commercial, requested 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 with respect to any Letter 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 that is later than after the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent Date (but no later than 20 days 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 Cash Collateral to be held in the U.S. Dollar Equivalent accordance with Section 8.4(b) hereof in an amount not less than 102% of the full face amount then available for drawing under 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. Any such cash collateral required by this Section 1.2(b) Credit shall be held by terminate on the Administrative Agent pursuant Revolving Credit Termination Date to the terms extent such Letter of Section 10.4 hereofCredit has been Cash Collateralized in accordance with the foregoing). Notwithstanding anything contained in any Application to the contrary contrary, (i) the Borrowers’ applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.3 hereof, (ii) except as otherwise provided abovein Section 2.11, at any time when no 2.12 or Section 3.5 hereof or during existence of an Event of Default exists Default, the L/C Applicable Issuer will not call for the funding by the Borrowers 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 L/C 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 Borrowers’ Applicable Issuer the Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the Borrowers relevant Borrower hereby promise 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 SOFR Loans plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Applicable Issuer will promptly notify the Lenders Agent of each request for a Letter of Credit and of the issuance by it of a Letter of CreditCredit and the Agent shall promptly thereafter so notify each of the Lenders. If the L/C an Applicable Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless such Applicable Issuer gives notice that the terms set forth in expiration date will not so extend beyond its then scheduled expiration date, such Letter of Credit, then the L/C Applicable 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 (i) the expiration date of such Letter of Credit if so extended would be later than 365 days 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 terminated, or (iii) an Event of Default exists and the Required Lenders have given the L/C Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Applicable 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 6, the other terms of this Section 1.2 1.3 and the L/C other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Agent or the Required Lenders notify in writing such Applicable Issuer of any failure to satisfy Default or otherwise comply with such conditions Event of Default that is continuing and terms and directs direct the L/C Applicable Issuer not to take such action.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the Borrowers, issue one or more Letters of Credit in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer for the type of Letter of 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 (i) the Borrowers’ obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, Issuer upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, that with respect to any . Each Letter of Credit with shall have an expiration date that is later than 30 days from the Termination Date, date of its issuance and shall be automatically extended for an additional 30 days unless the Borrowers shall deliver to L/C Issuer gives the Administrative Agent no later than 20 beneficiary thereof at least 30 days prior to 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 collateral collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the U.S. Dollar Equivalent exclusive control of the full DIP Agent in an amount then equal to 105% of the maximum amount available for drawing under such 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. 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 hereofCredit issued hereunder at any time in its sole discretion. Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as otherwise provided abovein this Section and in Section 1.8 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the 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 Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 Default Rate. Unless the Applicable Margin for Base Rate Loans plus DIP Agent or the Base Rate from time to time in effect 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 Required Lenders of each issuance by it of a Letter of Credit. If instruct the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Creditotherwise, then the L/C Issuer will give each beneficiary of a Letter of Credit 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 the automatic extension thereof 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the Company (which is acting on behalf of the BorrowersBorrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, 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 Company on behalf of the Borrowers andand reimbursement agreement, if such Letter of Credit is for the account of one of its Subsidiariesapplicable, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Applicable Issuer for the type of Letter of CreditCredit in question, whether standby or commercial, requested 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 with respect to any Letter 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 that is later than after the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent Date (but no later than 20 days 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 Cash Collateral to be held in the U.S. Dollar Equivalent accordance with Section 8.4(b) hereof in an amount not less than 102% of the full face amount then available for drawing under 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. Any such cash collateral required by this Section 1.2(b) Credit shall be held by terminate on the Administrative Agent pursuant Revolving Credit Termination Date to the terms extent such Letter of Section 10.4 hereofCredit has been Cash Collateralized in accordance with the foregoing). Notwithstanding anything contained in any Application to the contrary contrary, (i) the Borrowers’ applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.3 hereof, (ii) except as otherwise provided abovein Section 2.12, at any time when no 2.13 or Section 3.5 hereof or during existence of an Event of Default exists Default, the L/C Applicable Issuer will not call for the funding by the Borrowers 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 L/C 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 Borrowers’ Applicable Issuer the Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the Borrowers relevant Borrower hereby promise 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 EurodollarSOFR Loans plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer will promptly notify the Lenders Agent of each request for a Letter of Credit and of the issuance by it of a Letter of CreditCredit and the Agent shall promptly thereafter so notify each of the Lenders. If the L/C an Applicable Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless such Applicable Issuer gives notice that the terms set forth in expiration date will not so extend beyond its then scheduled expiration date, such Letter of Credit, then the L/C Applicable 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 (i) the expiration date of such Letter of Credit if so extended would be later than 365 days 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 terminated, or (iii) an Event of Default exists and the Required Lenders have given the L/C Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Applicable 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 6, the other terms of this Section 1.2 1.3 and the L/C other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Agent or the Required Lenders notify in writing such Applicable Issuer of any failure to satisfy Default or otherwise comply with such conditions Event of Default that is continuing and terms and directs direct the L/C 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 L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the Company (which is acting on behalf of the BorrowersBorrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, 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 Company on behalf of the Borrowers andand reimbursement agreement, if such Letter of Credit is for the account of one of its Subsidiariesapplicable, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Applicable Issuer for the type of Letter of CreditCredit in question, whether standby or commercial, requested 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 with respect to any Letter 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 that is later than after the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent Date (but no later than 20 days 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 Cash Collateral to be held in the U.S. Dollar Equivalent accordance with Section 8.4(b) hereof in an amount not less than 105% of the full face amount then available for drawing under 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. Any such cash collateral required by this Section 1.2(b) Credit shall be held by terminate on the Administrative Agent pursuant Revolving Credit Termination Date to the terms extent such Letter of Section 10.4 hereofCredit has been Cash Collateralized in accordance with the foregoing). Notwithstanding anything contained in any Application to the contrary contrary, (i) the Borrowers’ applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.3 hereof, (ii) except as otherwise provided abovein Section 2.12, at any time when no 2.13 or Section 3.5 hereof or during existence of an Event of Default exists Default, the L/C Applicable Issuer will not call for the funding by the Borrowers 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 L/C 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 Borrowers’ Applicable Issuer the Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the Borrowers relevant Borrower hereby promise 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 Eurodollar Loans plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer will promptly notify the Lenders Agent of each request for a Letter of Credit and of the issuance by it of a Letter of CreditCredit and the Agent shall promptly thereafter so notify each of the Lenders. If the L/C an Applicable Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless such Applicable Issuer gives notice that the terms set forth in expiration date will not so extend beyond its then scheduled expiration date, such Letter of Credit, then the L/C Applicable 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 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 later than 365 days 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 terminated, or (iii) an Event of Default exists and the Required Lenders have given the L/C Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Applicable 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 6, the other terms of this Section 1.2 1.3 and the L/C other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Agent or the Required Lenders notify in writing such Applicable Issuer of any failure to satisfy Default or otherwise comply with such conditions Event of Default that is continuing and terms and directs direct the L/C 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 L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or thirty (ii30) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.8 or Section 1.14 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then 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 to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers 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 later than 365 days after the date that is thirty (30) days prior to the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated termi-nated, or (iii) a Default or an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof and the other terms of this Section 1.21.3. Without limiting Notwithstanding anything contained herein to the generality of the foregoingcontrary, the L/C Issuer’s Issuer shall be under no obligation to issue, extend or amend or extend the expiration date of a any Letter of Credit if a default of any Lender's obligations to fund under Section 1.3(c) exists or any Lender is subject to the conditions of Section 8.2 and the other terms of this Section 1.2 and at such time a Defaulting Lender hereunder, unless the L/C Issuer will not issue, amend has entered into arrangements with Borrower or extend the expiration date of any Letter of Credit if any such Lender notifies satisfactory to the L/C Issuer of any failure to satisfy or otherwise comply with such conditions and terms and directs eliminate the L/C Issuer not Issuer's risk with respect to take such actionLender.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, Issuer upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, that with respect to any . Each Letter of Credit with shall have an expiration date that is later than 30 days from the Termination Date, date of its issuance and shall be automatically extended for an additional 30 days unless the Borrowers shall deliver to L/C Issuer gives the Administrative Agent no later than 20 beneficiary thereof at least 30 days prior to 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 collateral collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the U.S. Dollar Equivalent exclusive control of the full DIP Agent in an amount then equal to 105% of the maximum amount available for drawing under such 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. 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 hereofCredit issued hereunder at any time in its sole discretion. Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b2.1(b) hereof, (ii) except as otherwise provided abovein this Section and in Section 1.8 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the 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 Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 Default Rate. Unless the Applicable Margin for Base Rate Loans plus DIP Agent or the Base Rate from time to time in effect 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 Required Lenders of each issuance by it of a Letter of Credit. If instruct the L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Creditotherwise, then the L/C Issuer will give each beneficiary of a Letter of Credit 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 the automatic extension thereof 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 Termination Date, (ii) the Revolving Credit DIP Commitments have been terminated terminated, or (iii) a Default or an Event of Default exists and either the DIP Agent or the Required Lenders (with notice to the DIP Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to shall also issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, amount thereof at the request of the Company, on behalf of the BorrowersBorrower, subject to the conditions of Section 8.2 7 hereof and the other terms of this Section 1.2. Without limiting The Borrower shall provide to the generality DIP Agent cash collateral in an amount equal to 105% of the foregoing, the L/C Issuer’s obligation maximum amount available to issue, amend or extend the expiration date be drawn under all Letters of Credit outstanding hereunder as part of a Letter plan of Credit is subject to reorganization of 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 actionBorrower.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer Agent shall, at the request of the Company on behalf of the Borrowersrelevant Borrower, issue one or more Letters of Credit for the account of such Borrower, in a form satisfactory to the L/C IssuerAgent, with expiration dates no later than the earlier earliest of (i) 12 months from the date of issuance or (ii) 365 five days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application a duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary application for the relevant Letter of Credit in the form customarily prescribed by the L/C Issuer Agent for the type of Letter of 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 (i) the Borrowers’ ' obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b5.1(b) hereof, (ii) except as provided above, at any time when no during the continuance of an Event of Default exists Default, the L/C Issuer Agent will not call for the funding by the Borrowers of any amount under a Letter of Credit Credit, or any other form of collateral security for the Borrowers' obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the L/C Issuer Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ ' obligation to reimburse the L/C Issuer Agent for the amount of such drawing shall bear interest (which the Borrowers hereby jointly and severally promise to pay) from and after the date such drawing is paid until payment in full thereof (i) in the case of a drawing under a Letter of Credit denominated in U.S. Dollars, at a rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of the Applicable Margin for Base Rate Loans 2% plus the Base Domestic Rate from time to time in effect and (yii) if such in the case of a drawing under a Letter of Credit is denominated in an Alternative Currency, at a rate per annum equal to the sum of 2% plus the Applicable Margin for Eurocurrency Loans under the Revolving Credit plus the rate established pursuant to Section 3.2(c)(iii) hereof for Overnight Eurocurrency Loans denominated in an Alternative CurrencyRate. The L/C Issuer Agent will promptly notify the Lenders Banks of each issuance by it of a Letter of Credit. If the L/C Issuer Agent issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditAgent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Agent 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 (i) the expiration date of such Letter of Credit if so extended would be later than 365 the date which is five days after prior to the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders Banks have given the L/C Issuer Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Agent agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, relevant Borrower subject to the conditions of Section 8.2 and the other terms of this Section 1.21.3. Without limiting the generality of the foregoing, the L/C Issuer’s 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 1.3 and the L/C Issuer Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Lender Bank notifies the L/C Issuer Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the L/C Issuer Agent not to take such action. No amendment to a Letter of Credit shall extend the expiration date of such Letter of Credit beyond the Termination Date without the consent of each Bank having a Revolving Credit Commitment.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or ten (ii10) 365 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, . The Borrower agrees that with respect to if on the Revolving Credit Termination Date any Letter Letters of Credit with an expiration date that is later than remain outstanding the Termination Date, the Borrowers Borrower shall then deliver to the Administrative Agent no later than 20 days prior Agent, without notice or demand, Cash Collateral in an amount equal to the Termination Date cash collateral in the U.S. Dollar Equivalent 103% of the full aggregate amount then available for drawing under such of each Letter of Credit. Any such cash collateral required by this Section 1.2(b) Credit then outstanding (which shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof9.4). Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder3.1, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is 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 Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then 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 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) an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 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 actionSection.

Applications. At any time on or after the Effective Date and before the date thirty days prior to the Commitment Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months 739016937 20664705 from the date of issuance and each renewal) 365 or thirty days after prior to the Commitment Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Restricted Subsidiaries, such Restricted Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder2.10, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If Borrower so requests in any Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (yeach, 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) if 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 denominated in an Alternative Currency, equal to issued. Unless otherwise directed by 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 Issuer, Borrower shall not be required to make a Letter of Credit. If specific request to the L/C Issuer issues for any Letters such extension. Once an Auto-Extension Letter of Credit with expiration dates that are automatically extended under has been issued, the terms set forth in such Letter of Credit, then Lenders shall be deemed to have authorized (but may not require) the L/C Issuer will give notice of non-renewal to permit the beneficiary extension of such Letter of Credit at any time to an expiry date which shall comply with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Datethis paragraph; provided, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given however, that the L/C Issuer instructions shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to so permit the extension of the expiration date of issue such Letter of CreditCredit in its revised form (as extended) under the terms hereof (by reason of the provisions of the last sentence of this clause (b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 4 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 action2.2.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the Borrowers, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Administrative Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as provided above, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ ' obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrowers subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof or as may be modified pursuant to the terms of Section 1.9 hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iiiii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, either with the Borrowers’ obligation proceeds of a Borrowing of Base Rate Loans pursuant to reimburse the L/C Issuer for last sentence of Section 1.5(c) hereof or otherwise, the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth L/C Issuer gives notice within a period specified in such Letter of CreditCredit that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal to on any date during such specified period if on or before the beneficiary last day 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 specified period: (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the date 30 days prior to 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 or 30 days after 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 Company on behalf of the Borrowers Borrower and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, and (ii) except as otherwise provided abovein Section 1.8 hereof, at any time when no unless an Event of Default exists has occurred and is continuing, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Lenders instruct the L/C Issuer otherwise, the 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) an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 the time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf requests each Letter of Credit to be issued (or prior to the Borrowers, issue one or more Letters first issuance of a Letter of Credit in the case of a form satisfactory continuing application), the Company shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Agent an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Agent (individually an "Application" and collectively the "Applications"). The current form of the Agent's Application for standby letter of credit is attached as Schedule 1.4 hereto. The obligation of the type Company to reimburse the Agent for all drawings under a Letter of Credit shall be governed by the Application related to such Letter of Credit, whether standby or commercialexcept that reimbursement of each drawing shall be made in immediately available funds at the Agent's principal office in Chicago, requested Illinois by no later than 12:00 noon (each an “Application”Chicago time) on the date when such drawing is paid or, if such drawing was paid after 11:30 a.m. (Chicago time); provided, that with respect by the end of such day. Subject to any the other provisions of this subsection, the obligation of the Company to reimburse the Agent for drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application 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 Anything contained in any Application the Applications to the contrary notwithstanding, (i) in the Borrowers’ 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 12:00 noon (Chicago time) on the date when such drawing is paid or, if such drawing was paid after 11:30 a.m. (Chicago time), by the end of such day, 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% and the Applicable Margin for Domestic Rate Portions 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), (ii) the Company shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3 hereof, (iiiii) prior to the occurrence of a Default or an Event of Default the Agent will not call for additional collateral security for the obligations of the Company under the Applications other than the collateral security contemplated by this Agreement and the Collateral Documents and collateral security consisting of rights in goods (or documents of title covering the same) financed under such Applications, and (iv) except as otherwise provided abovein Section 3.3 hereof, at any time when no prior to the occurrence of a Default or an Event of Default exists the L/C Issuer Agent will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to the 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 actionits due date).

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (ii) 365 days after which are cancelable not later than 12 months from the Termination Datedate of issuance and each renewal), in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, however, that with respect to if the expiration date of any Letter of Credit with an expiration date that is later than issued hereunder extends past the Termination Date, the Borrowers shall deliver Borrower hereby agrees to cause Cash Collateral to be posted with the Administrative Agent no later than 20 on or before the date thirty (30) days prior to the Termination Date cash collateral as then in effect (provided that if the U.S. Dollar Equivalent of the full amount then available request for drawing under such Letter of Credit is made within the thirty (30) day period prior to the Termination Date, the Borrower hereby agrees to cause Cash Collateral to be posted with the Administrative Agent as a condition to the issuance of the requested Letter of Credit. Any ), in an amount equal to 105% of the face amount of such cash collateral required by this Section 1.2(b) Letter of Credit (which shall be held by the Administrative Agent pursuant to the terms of Section 10.4 hereof9.4). The Borrower, 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, Borrower 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 Borrower agrees 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 Borrower shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate amount of each 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 contrary: (i) the Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof3.1, (ii) except as otherwise provided aboveherein or in Sections 2.7, at any time when no 2.12 or 2.13, unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, except as otherwise provided for in Section 2.5(c), the Borrowers’ obligation Borrower’s obligations to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed), and (yiv) 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 Borrower of each issuance the presentment to the L/C Issuer of any demand for payment by it of a 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 L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under extended, unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then 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 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated terminated, or (iii) an Event of Default exists and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions to not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 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 actionSection.

Applications. At any time on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower Representative, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers applicable Borrower and, if such Letter of Credit is for the account of one any Subsidiary of its Subsidiariesa Borrower, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit requested (each an “Application”); provided, . 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 with respect is thirty (30) days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit with an expiration date that is later than outstanding for any reason on the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent no later than 20 days on or prior to the Revolving Credit 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 Cash Collateral to be held by the Administrative Agent pursuant to the terms of and applied in accordance with Section 10.4 9.4 hereof. Notwithstanding anything contained in any Application to the contrary contrary: (i) the Borrowers’ obligation to Borrowers shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein this Section or in Section 1.15 hereof, at any time when no unless an Event of Default exists exists, the L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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.from

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers 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 customarily prescribed by the L/C Issuer for the type of Letter of 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 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 (i) the Borrowers’ Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except as provided above, at any time when no Event of Default exists the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers Borrower before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company on behalf of the BorrowersParent, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iiwhich are cancelable not later than 12 months from the date of issuance and each renewal) 365 days after 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 Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Parent for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Parent shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Parent of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Parent's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Parent hereby promise 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 the Applicable Margin for Base Rate Loans plus the U.S. Base Rate from time to time in effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit360 days and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then unless the Required Lenders instruct the L/C Issuer otherwise, the 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 Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Parent subject to the conditions of Section 8.2 7 hereof 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 action1.3.

Applications. At any time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf of Borrower and with notice to the BorrowersAdministrative Agent, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C IssuerIssuer and otherwise in compliance with the provisions of this Agreement, with expiration dates no later than the earlier of (i) 12 twelve (12) months from the date of issuance (or which are cancelable not later than twelve (12) months from the date of issuance and each renewal) and (ii) 365 the date which is thirty (30) days after prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no before the occurrence of a Default or an Event of Default exists Default, the L/C Issuer will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 effect and (y) if such Letter of Credit is denominated in an Alternative Currency, equal to computed on 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 basis of a Letter year of Credit365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letters Letter of Credit with an expiration dates date that are is automatically extended under unless the terms set forth in such Letter of CreditL/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-–renewal 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 Termination Date, (ii) the Revolving Credit Commitments have been terminated termi­nated, or (iii) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders have Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Issuer Issuing Bank shall, at the request of the Company on behalf of the BorrowersBorrower, issue one or more Letters of Credit Credit, in a form satisfactory to the L/C IssuerIssuing Bank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or (iibe cancelable not later than 12 months from the date of issuance and each renewal) 365 days after 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 Company on behalf of the Borrowers and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Issuing Bank for the type of Letter of Credit, whether standby or commercial, Credit 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 Borrowers’ obligation to Borrower shall pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 2.1 hereof, (ii) except as otherwise provided abovein Section 1.9 hereof, at any time when no unless an Event of Default exists has occurred and is continuing, the L/C Issuer Issuing Bank will not call for the funding by the Borrowers Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer 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 Borrowers’ Borrower's obligation to reimburse the L/C Issuer Issuing Bank for the amount of such drawing shall bear interest (which the Borrowers Borrower hereby promise 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 Reimbursement Obligations plus the Base Rate from time to time in effect and (y) if such effect. If the Issuing Bank issues any Letter of Credit with an expiration date that 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless the terms set forth in such Letter of CreditIssuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer Issuing Bank 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 Agent, at the direction of the Required Lenders have Banks, has given the L/C Issuer Issuing Bank instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer Issuing Bank agrees to issue amendments to the Letters Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, Borrower subject to the conditions of Section 8.2 7.2 hereof 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 on or after the Effective Date and before the Revolving Credit Termination Date, the L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the Company (which is acting on behalf of the BorrowersBorrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, 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 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 customarily prescribed by the L/C Applicable Issuer for the type of Letter of CreditCredit in question, whether standby or commercial, requested 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 with respect to any Letter 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 that is later than after the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent Date (but no later than 20 days 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 Cash Collateral to be held in the U.S. Dollar Equivalent accordance with Section 8.4(b) hereof in an amount not less than 105% of the full face amount then available for drawing under 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. Any such cash collateral required by this Section 1.2(b) Credit shall be held by terminate on the Administrative Agent pursuant Revolving Credit Termination Date to the terms extent such Letter of Section 10.4 hereofCredit has been Cash Collateralized in accordance with the foregoing). Notwithstanding anything contained in any Application to the contrary contrary, (i) the Borrowers’ applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.3 hereof, (ii) except as otherwise provided abovein Section 2.12, at any time when no 2.13 or Section 3.5 hereof, prior to the existence of an Event of Default exists Default, the L/C Applicable Issuer will not call for the funding by the Borrowers 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 L/C 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 Borrowers’ Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the Borrowers relevant Borrower hereby promise 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 Eurodollar Loans plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer will promptly notify the Lenders Agent of each request for a Letter of Credit and of the issuance by it of a Letter of CreditCredit and the Agent shall promptly thereafter so notify each of the Lenders. If the L/C an Applicable Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless such Applicable Issuer gives notice that the terms set forth in expiration date will not so extend beyond its then scheduled expiration date, such Letter of Credit, then the L/C Applicable 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 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 later than 365 days 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 terminated, or (iii) an Event of Default exists and the Required Lenders have given the L/C Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Applicable 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 6, the other terms of this Section 1.2 1.3 and the L/C other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Agent or the Required Lenders notify in writing such Applicable Issuer of any failure to satisfy Default or otherwise comply with such conditions Event of Default that is continuing and terms and directs direct the L/C 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 L/C Applicable Issuer shall, subject to all of the terms and conditions hereof, at the request of the Company (which is acting on behalf of the BorrowersBorrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit Credit, in a form satisfactory to the L/C Applicable Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, 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 Company on behalf of the Borrowers andand reimbursement agreement, if such Letter of Credit is for the account of one of its Subsidiariesapplicable, such Subsidiary for the relevant Letter of Credit in the form customarily prescribed by the L/C Applicable Issuer for the type of Letter of CreditCredit in question, whether standby or commercial, requested 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 with respect to any Letter 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 that is later than after the Revolving Credit Termination Date, the Borrowers shall deliver to the Administrative Agent Date (but no later than 20 days 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 Cash Collateral to be held in the U.S. Dollar Equivalent accordance with Section 8.4(b) hereof in an amount not less than 102% of the full face amount then available for drawing under 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. Any such cash collateral required by this Section 1.2(b) Credit shall be held by terminate on the Administrative Agent pursuant Revolving Credit Termination Date to the terms extent such Letter of Section 10.4 hereofCredit has been Cash Collateralized in accordance with the foregoing). Notwithstanding anything contained in any Application to the contrary contrary, (i) the Borrowers’ applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 4.1(b) 3.3 hereof, (ii) except as otherwise provided abovein Section 2.12, at any time when no 2.13 or Section 3.5 hereof or during existence of an Event of Default exists Default, the L/C Applicable Issuer will not call for the funding by the Borrowers 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 L/C 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 Borrowers’ Applicable Issuer the Borrower’s obligation to reimburse the L/C Applicable Issuer for the amount of such drawing shall bear interest (which the Borrowers relevant Borrower hereby promise 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 Eurodollar Loans plus the Base Rate from time to time in effect 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 Currencyeffect. The L/C Issuer will promptly notify the Lenders Agent of each request for a Letter of Credit and of the issuance by it of a Letter of CreditCredit and the Agent shall promptly thereafter so notify each of the Lenders. If the L/C an Applicable Issuer issues any Letters of Credit with expiration dates that are automatically extended under unless such Applicable Issuer gives notice that the terms set forth in expiration date will not so extend beyond its then scheduled expiration date, such Letter of Credit, then the L/C Applicable 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 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 later than 365 days 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 terminated, or (iii) an Event of Default exists and the Required Lenders have given the L/C Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C parties hereto hereby confirm and agree that each Applicable 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 6, the other terms of this Section 1.2 1.3 and the L/C other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if any Lender notifies the L/C Agent or the Required Lenders notify in writing such Applicable Issuer of any failure to satisfy Default or otherwise comply with such conditions Event of Default that is continuing and terms and directs direct the L/C Applicable Issuer not to take such action.

Applications. At any the time on or after the Effective Date and before the Termination Date, the L/C Issuer shall, at the request of the Company on behalf requests each Letter of Credit to be issued (or prior to the Borrowers, issue one or more Letters first issuance of a Letter of Credit in the case of a form satisfactory continuing application), the Company shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer Bank (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 type of Letter of Credit, whether standby or commercial, requested (each an “Application”); provided, that with respect to any drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application for drawing under such Letter of Credit. Any 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 cash collateral required by drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this Section 1.2(b) Agreement, the Company shall be held by deemed to have irrevocably requested a Revolving Credit Loan constituting a Domestic Rate Portion on such day in the Administrative Agent pursuant amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the terms of Section 10.4 hereofrequirement 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 notwithstanding, (i) in the Borrowers’ 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 shall be as exclusively set forth in Section 4.1(b) 3 hereof, and (iiiii) except as provided above, at any time when no prior to the occurrence of an Event of Default exists the L/C Issuer Bank will not call for the funding by the Borrowers of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrowers hereby 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 the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms set forth in such Letter of Credit, then the L/C Issuer will give notice of non-renewal to the beneficiary of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is subject a time draft, prior to the 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 actionits due date).

Applications. At any the time on either Borrower requests a Letter of Credit to be issued (or after prior to the Effective Date and before the Termination Date, the L/C Issuer shall, at the request first issuance of the Company on behalf of the Borrowers, issue one or more Letters a Letter of Credit in the case of a form satisfactory continuing application), such Borrower shall execute and deliver to the L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance or (ii) 365 days after the Termination Date, in an aggregate face amount as set forth above, upon the receipt of Bank an application duly executed by the Company on behalf of the Borrowers and, if for such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the type of Letter of Credit, whether standby or commercial, requested Bank (each individually an “Application” and collectively the “Applications”); provided. Subject to the other provisions of this subsection, that with respect the obligation of the relevant Borrower to any reimburse the Bank for drawings under a Letter of Credit with an expiration date that is later than shall be governed by 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 Application 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 Anything contained in any Application the Applications to the contrary notwithstanding, (i) the Borrowers’ obligation to pay fees Borrowers shall be jointly and severally liable for all obligations in connection with respect of each Letter of Credit shall be as exclusively set forth in Section 4.1(b) hereofCredit, (ii) except as provided above, at any time when no Event of Default exists in the L/C Issuer will event the Bank is not call for the funding reimbursed by the Borrowers of for the amount the Bank pays on any amount drawing made under a Letter of Credit before being presented with a drawing thereunder, and issued hereunder by 11:00 a.m. (iiiChicago time) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date when such drawing is paid, the Borrowers’ obligation of the Borrowers to reimburse the L/C Issuer Bank for the amount of such drawing shall bear interest (which the Borrowers hereby jointly and severally promise to paypay on demand) from and after the date such the drawing is paid by the Bank until payment repayment in full thereof at a the fluctuating rate per annum (x) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of determined by adding the Applicable Margin for Base Rate Loans plus to the Base Rate as from time to time in effect and (ycomputed 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) if such the Borrower shall pay fees in connection with each 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 L/C Issuer issues any Letters of Credit with expiration dates that are automatically extended under the terms as set forth in such Letter of CreditSection 3.1 hereof, then the L/C Issuer will give notice of non-renewal (iv) prior to the beneficiary occurrence of such Letter of Credit with a copy to the Company on behalf of the Borrowers before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than 365 days after the Termination Date, (ii) the Revolving Credit Commitments have been terminated Default or (iii) an Event of Default exists and the Required Lenders have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letters of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the Borrowers, subject to the conditions of Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoingDefault, the L/C Issuer’s obligation to issue, amend or extend Bank will not call for the expiration date funding of a Letter of Credit is subject by the Borrowers prior to being presented with a drawing thereunder and (v) the Bank will promptly notify the applicable Borrower of the presentment to the conditions Bank of Section 8.2 and any demand for payment by the other terms of this Section 1.2 and the L/C Issuer will not issue, amend or extend the expiration date of Bank under any Letter of Credit if any Lender notifies Credit, together with notice of the L/C Issuer amount of any failure to satisfy or otherwise comply with such conditions payment and terms and directs the L/C Issuer not to take date such actionpayment shall be made.