Common use of Applications Clause in Contracts

Applications. At the time the Borrower requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) 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 Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default Default, the Agent L/C Issuer will not call for additional collateral security for the obligations of funding by the Borrower of any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior 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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit by increasing the amount, or extending the expiration date, thereof at the request of the Borrower prior subject to being presented with a draft drawn thereunder (or, in the event conditions of Section 7 hereof and the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account terms of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.3.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of the 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 be issued the L/C Issuer, with expiration dates no later than the earlier of 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 30 days prior to the first issuance Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application duly executed by the Company, on behalf of the applicable Borrower, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.9 or 1.18 hereof, before the occurrence of a Default or an Event of Default Default, the Agent L/C Issuer will not call for additional collateral security for the obligations funding by the Borrowers of the Borrower any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior 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 at a rate per annum, equal to the occurrence sum of 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) plus the Applicable Margin for Base Rate Loans. If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, on behalf of the applicable Borrower, subject to the conditions of Section 7 hereof and the other terms of this Section 1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit by if a default of any Lender’s obligations to fund under Section 1.3(e) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower prior or such Lender satisfactory to being presented the L/C Issuer to eliminate the L/C Issuer’s risk with a draft drawn thereunder (or, in the event the draft is a time draft, prior respect to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereundersuch Lender.

Applications. At any time after the time Restatement Date and before the Borrower requests each Letter Revolving Credit Termination Date, the Issuing Banks shall, at the request of the Borrower, issue one or more Letters of Credit in Dollars, in form and substance acceptable to be issued the applicable Issuing Bank, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) or (ii) five (5) Business Days prior to the first issuance Revolving Credit Termination Date, in an aggregate face amount as requested by the Borrower subject to the limitations set forth in clause (a) of this Section 2.3, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively applicable Issuing Bank for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower for the amount the Agent pays on each an “Application”); provided that any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (Chicago timewhich shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the Issuing Bank thereof (it being understood that the Participating Interests of the Participating Lenders shall terminate on the date when such drawing is paid, the obligation of the Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft is paid until payment Revolving Credit Termination Date). Notwithstanding anything contained in full thereof at a fluctuating rate per annum determined by adding 2% any Application to the Domestic Rate as from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.12(b) hereof, and (ii) prior to if the occurrence of a Default or an Event of Default the Agent will applicable Issuing Bank is not call for additional collateral security timely reimbursed for the obligations amount of the Borrower any drawing under the Applications, and (iii) 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 as required pursuant to clause (c) of this Section 2.3, the Borrower’s obligation to reimburse such Issuing Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrower prior at the rate applicable to being presented with a draft drawn thereunder Base Rate Revolving Loans (orincluding, in the event the draft is a time draftif then applicable, prior to its due dateSection 2.4(c). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder).

Applications. At the any time the Borrower requests each Letter of Credit to be issued before thirty (or 30) days prior to the first issuance Termination Date, an Issuing Bank shall, at the request of Borrower given to such Issuing Bank at least three (3) Business Days prior to the requested date of issuance, issue one or more Letters of Credit, in a form satisfactory to such Issuing Bank, with terms of up to one year each, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by such Issuing Bank for the Agent type of Letter of Credit, requested (individually each an "“Application" and collectively the "Applications"”). Subject Notwithstanding anything contained in any Application to the other provisions contrary (i) Borrower’s obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 3.1(b) hereof, and (ii) if the obligation applicable Issuing Bank is not timely reimbursed for the amount of the Borrower to reimburse the Agent for drawings any drawing under a Letter of Credit on the date such drawing is paid or on the next following Business Day (it being understood that a "Reimbursement Obligation"drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 paiddeemed to have been timely reimbursed), the Borrower’s obligation of the Borrower to reimburse the Agent applicable Issuing Bank for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% equal to the Domestic sum of two percent (2%) plus the Base Rate as Margin plus the Base Rate from time to time in effect. Anything contained in The applicable Issuing Bank will promptly notify the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with Banks of each Letter of Credit as set forth in Section 3 hereof, (ii) 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 Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding issuance by it of a Letter of Credit by the Borrower prior and any amendment or extension of a Letter of Credit. Each Issuing Bank agrees to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior issue amendments to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderby it increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2). Without limiting the generality of the foregoing, an Issuing Bank’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Bank will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Bank of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Bank not to take such action. In the event any Letter(s) of Credit are outstanding at the time that Borrower is required to prepay or repay the Obligations, Borrower shall (A) cause such Letter(s) of Credit to be surrendered and delivered to the Issuing Bank for cancellation, (B) cause a financial institution acceptable to the Issuing Bank in its sole discretion to issue, for the benefit of the Issuing Bank, a sight draft letter of credit in amount, form and substance acceptable to the Issuing Bank in its sole discretion in order to backstop the Letter(s) of Credit, or (C) (1) deposit with the Issuing Bank, cash in an amount equal to one hundred and five percent (105%) of the aggregate L/C Obligations to be available to Issuing Bank to reimburse payments of drafts drawn under such Letter(s) of Credit and pay any fees and expenses related thereto and (2) prepay the fee payable with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower, together with the sight draft letters of credit described in clause (B) and the deposit described in the preceding clause (C)(1) to the extent not previously applied by the Issuing Bank in the manner described herein.

Applications. At the any time the Borrower requests each Letter of Credit to be issued before thirty (or 30) days prior to the first issuance Termination Date, a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the requested date of issuance, issue one or more Letters of Credit, in a form satisfactory to such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by such Issuing Agent for the Agent type of Letter of Credit, requested (individually each an "“Application" and collectively the "Applications"”). Subject Concurrently with the delivery of such Application, the Borrower shall notify the Administrative Agent whether or not the requested Letter of Credit is a Marketing Subsidiary Letter of Credit. Notwithstanding anything contained in any Application to the other provisions contrary (i) Borrower’s obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 3.1(b) hereof, and (ii) if the obligation applicable Issuing Agent is not timely reimbursed for the amount of the Borrower to reimburse the Agent for drawings any drawing under a Letter of Credit on the date such drawing is paid (it being understood that a "Reimbursement Obligation"drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 paiddeemed to have been timely reimbursed), the Borrower’s obligation of the Borrower to reimburse the applicable Issuing Agent for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% equal to the Domestic sum of two percent (2%) plus the Base Rate as Margin plus the Base Rate from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) prior to the occurrence of a Default or an Event of Default the The applicable Issuing Agent will not call for additional collateral security for promptly notify the obligations Banks of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding each issuance by it of a Letter of Credit by the Borrower prior and any amendment or extension of a Letter of Credit. Each Issuing Agent agrees to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior issue amendments to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderby it increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2). Without limiting the generality of the foregoing, a Issuing Agent’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At any time before the time Revolving Credit Termination Date, the Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Issuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to for the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.11 hereof, before the occurrence of a Default or an Event of Default Default, the Agent Issuing Bank will not call for additional collateral security for the obligations of funding by the Borrower of any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior if the Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Issuing Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effect. If the Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Agent, at the direction of the Required Banks, has given the Issuing Bank instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The Issuing Bank agrees to issue amendments to the Letter(s) of Credit by increasing the amount, or extending the expiration date, thereof at the request of the Borrower prior subject to being presented with a draft drawn thereunder (or, in the event conditions of Section 7.2 hereof and the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account terms of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to for the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default the Agent will not call for additional collateral security for the obligations of the Borrower under the ApplicationsDefault, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit by the Borrower prior to before being presented with a draft drawn thereunder drawing thereunder, and (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes iii) if the Agent to charge is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with obligation to reimburse the Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to reimburse prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Banks have given the Agent for any drafts drawn under Letters instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit issued hereunderincreasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior except as otherwise provided in Section 1.9 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of the Applicable Margin for the Reimbursement Obligation 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 the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent will or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.3.

Applications. At any time before the time Revolving Credit Termination Date, the Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Issuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to for the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.9 hereof, before the occurrence of a Default or an Event of Default Default, the Agent Issuing Bank will not call for additional collateral security for the obligations of funding by the Borrower of any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior if the Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Issuing Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of 2% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect. If the Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Agent, at the direction of the Required Banks, has given the Issuing Bank instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The Issuing Bank agrees to issue amendments to the Letter(s) of Credit by increasing the amount, or extending the expiration date, thereof at the request of the Borrower prior subject to being presented with a draft drawn thereunder (or, in the event conditions of Section 7.2 hereof and the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account terms of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2 .

Applications. At any time before the time Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 (30) days prior to the Termination Date, in an aggregate face amount as set forth above up to the L/C Sublimit, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the date that is thirty (30) days prior to the occurrence of Termination Date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter Administrative Agent shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to be issued the Administrative Agent, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or prior be cancelable not later than 12 months from the date of issuance and each renewal) (or such later date agreed to by the first issuance of a Letter of Credit Administrative Agent) or, in the case of any Letter of Credit that is not a continuing application)Bond Letter of Credit, (ii) the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower shall execute and deliver to and, in the Agent an application case of any Letter of Credit being issued for the account of a Subsidiary, such Subsidiary for the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the Letter of Credit requested (individually each an "Application," and collectively it being agreed that the "Applications"Reimbursement Agreements entered into with respect to the issuance of the Bond Letters of Credit shall each be deemed an Application for purposes hereof). Subject On the Revolving Credit Termination Date, the Borrower shall pay to the other provisions of this subsection, the obligation Administrative Agent an amount equal to 105% of the Borrower to reimburse the Agent for drawings under a Letter aggregate undrawn amounts on all Letters of Credit (a "Reimbursement Obligation") shall then outstanding to be governed by held as cash collateral in the Collateral Account. Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.10 hereof or in the relevant Reimbursement Agreement for a Bond Letter of Credit, before the occurrence of an Event of Default, the Administrative Agent will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the obligation of the Borrower to reimburse the Administrative Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in 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 the Administrative Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Administrative Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit (other than the Bond Letters of Credit) if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders have given the Administrative Agent will instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The Administrative Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the Administrative Agent shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the Administrative Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit and, in the case of any Letter of Credit being issued for the account of a continuing application)Subsidiary, such Subsidiary for the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.9 hereof, before the occurrence of an Event of Default, the Administrative Agent will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the obligation of the Borrower to reimburse the Administrative Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in 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 the Administrative Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Administrative Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders have given the Administrative Agent will instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The Administrative Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At the time the Borrower Company requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower Company shall execute and deliver to the Agent Bank an application for such Letter of Credit in the form then customarily prescribed by the Agent Bank (individually an "“Application" ” and collectively the "“Applications"”). Subject to the other provisions of this subsection, the obligation of the Borrower Company to reimburse the Agent Bank for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event a drawing is paid on a Letter of Credit and the Agent Company has not notified the Bank by 11:00 a.m. (Chicago time) on the date when such drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this ‑3‑ Agreement, the Company shall be deemed to have irrevocably requested a Loan constituting a Base Rate Portion on such day in the amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the requirement that a Loan be in a certain minimum amount), which new Loan shall be applied to pay the reimbursement obligation then due. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by the Borrower Company (whether out of the proceeds of such a Loan or otherwise) for the amount the Agent Bank pays on any draft amount drawn under a Letter of Credit issued hereunder by 11:00 a.m. 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrower Company to reimburse the Agent Bank for the amount of such draft drawing paid shall bear interest (which the Borrower Company hereby promises to pay on demand) from and after the date the draft drawing is paid until payment in full thereof at a the fluctuating rate per annum determined by adding 2% to the Domestic Base Rate as from time to time in effect. Anything contained in effect (computed on the Applications to basis of a year of 365 or 366 days, as the contrary notwithstandingcase may be, for the actual number of days elapsed), (iii) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) 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 Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Bank will not call for the funding of a Letter of Credit by the Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderdrawing thereunder.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter Applicable Issuer shall, subject to all of Credit the terms and conditions hereof, at the request of the Company (which is acting on behalf of the Borrowers pursuant to be issued (Section 1.7 hereof), issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Applicable Issuer, in an aggregate face amount not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application and reimbursement agreement, if applicable, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively Applicable Issuer for the "Applications"). Subject to the other provisions type of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed in question, duly executed by the Borrower for whose account such Letter of Credit was issued (each such application together with the amount the Agent pays on any draft drawn under a 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 11:00 a.m. the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (Chicago timeb) on expire not later than (i) the Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date when such drawing which is paidfive days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer other than Bank of Montreal; provided, that in the obligation sole discretion of the Agent and the Applicable Issuer, one or more Letters of Credit may be issued and renewed with an expiration date after the Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower to reimburse deposits with the Agent for at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 105% of the face amount of such draft paid Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall bear interest (which terminate on the Borrower 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% Revolving Credit Termination Date to the Domestic Rate as from time to time extent such Letter of Credit has been Cash Collateralized in effectaccordance with the foregoing). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstandingcontrary, (i) the Borrower shall applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3 3.3 hereof, (ii) prior to the occurrence except as otherwise provided in Section 2.12, 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Applicable Issuer will not call for the funding by such Borrower of any amount under a Letter of 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 Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower’s obligation to reimburse the Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin for Eurodollar Loans from time to time in effect. The Issuer will promptly notify the Agent of each request for a Letter of Credit and of the issuance of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes and the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account shall promptly thereafter so notify each of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for Lenders. If an Applicable Issuer issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Applicable Issuer will give such notice of non‑renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, the 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 6, the other terms of this Section 1.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any time before the time Revolving Credit Termination Date, the Issuing Bank shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Issuing Bank, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to for the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent Issuing Bank for the Letter of Credit requested (individually each an "Application" and collectively the "ApplicationsAPPLICATION"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.10 hereof, before the occurrence of a Default or an Event of Default Default, the Agent Issuing Bank will not call for additional collateral security for the obligations of funding by the Borrower of any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior if the Issuing Bank is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Issuing Bank for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of 2% plus the Applicable Margin for Reimbursement Obligations plus the Base Rate from time to time in effect (computed on the basis of a year of 360 days and actual days elapsed). If the Issuing Bank issues any Letter of Credit with an expiration date that is automatically extended unless the Issuing Bank gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Agent, at the direction of the Required Banks, has given the Issuing Bank instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The Issuing Bank agrees to issue amendments to the Letter(s) of Credit by increasing the amount, or extending the expiration date, thereof at the request of the Borrower prior subject to being presented with a draft drawn thereunder (or, in the event conditions of Section 7.2 hereof and the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account terms of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of Credit to be issued (the Borrower, issue one or prior to the first issuance of a Letter more Letters of Credit in U.S. Dollars, in a form satisfactory to the case L/C Issuer upon the receipt of a continuing application), an application duly executed by the Borrower shall execute and deliver to for the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") each an “Application”). Each Letter of Credit shall have an expiration date that is 30 days from the date of its issuance and shall be governed by automatically extended for an additional 30 days unless the Application for such L/C Issuer gives the beneficiary thereof at least 30 days prior written notice that the expiration date will not so extend beyond its then scheduled expiration date, provided that in no event may the expiration date of any Letter of CreditCredit extend beyond the Maturity Date. In Any Letters of Credit that expire after the event Termination Date must be fully cash collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the exclusive control of the DIP Agent in an amount equal to 105% of the maximum amount available to be drawn thereunder, or be supported by a letter of credit issued by a bank acceptable to the Required Lenders and that is not reimbursed by satisfactory in form and substance to the Borrower for Required Lenders. The L/C Issuer may give notice of non-renewal to the amount the Agent pays on beneficiary of 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft is paid until payment at any time in full thereof at a fluctuating rate per annum determined by adding 2% its sole discretion. Notwithstanding anything contained in any Application to the Domestic Rate as from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1(b) hereof, (ii) prior except as otherwise provided in this Section and in Section 1.8 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the occurrence L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at the Default Rate. Unless the DIP Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give each beneficiary of a Letter of Credit notice of non-renewal before the time necessary to prevent the automatic extension thereof if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the DIP Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the DIP Agent will or the Required Lenders (with notice to the DIP Agent) have given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the Borrower under the Applications, and (iii) prior expiration date of such Letter of Credit. The L/C Issuer shall also issue amendments to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter Letter(s) of Credit by increasing the Borrower prior to being presented with a draft drawn thereunder (or, in amount thereof at the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account request of the Borrower) maintained with , subject to the Agent for conditions of Section 7 hereof and the amount necessary to reimburse the Agent for any drafts drawn under Letters other terms of Credit issued hereunderthis Section 1.

Applications. At any time before the time Revolving Credit Termination Date, the relevant L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to such L/C Issuer, with expiration dates no later than the earlier of 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 12 months after the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively relevant L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the relevant L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if an L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s Reimbursement Obligation for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If an L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless such L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct such L/C Issuer otherwise, such L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be more than 12 months after the Revolving Credit Termination Date, (ii) the Commitments have been terminated, or (iii) at such time, a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given such L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. Each L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default this Section 1.2. Notwithstanding any provision of this Agreement to the Agent will not call for contrary, following the funding Revolving Credit Termination Date, no L/C Issuer shall extend the expiration date of a any Letter of Credit theretofore issued by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderit.

Applications. At any time before the time Termination Date, the Borrower requests each Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of twenty-four (24) months from the date of issuance of the relevant Letter of Credit to be issued (or prior to the first issuance Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), an application duly executed by the Borrower shall execute and deliver to for the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of a Default or an Event of Default the Agent will not call for additional collateral security for the obligations of the Borrower under the ApplicationsDefault, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit, 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 Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit by on the Borrower prior to being presented with a draft drawn thereunder (ordate such drawing is paid, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with obligation to reimburse the Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Domestic Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to reimburse prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or (iii) an Event of Default exists and the Required Banks have given the Agent for any drafts drawn under Letters instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit issued hereunderincreasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the time the Borrower requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application)Termination Date, the Borrower shall execute and deliver Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent and the Borrower, with expiration dates no later than the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit, whether standby or commercial, requested (individually each an "Application" and collectively the "Applications"). Subject The current form of the Agent's Applications are attached as Schedule 1.2 (Standby) and Schedule 1.2 (Commercial) hereto. The Agent shall provide the Borrower and each Bank with copies of any new form of Application that may, from time to time, be adopted by the Agent. Notwithstanding anything contained in any Application to the other provisions contrary (i) the Borrower's obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 4.1(b) hereof, (ii) except during the continuance of an Event of Default or with respect to Letters of Credit with expiration dates later than the Termination Date and except as provided in Section 1.8 hereof, the obligation of Agent will not call for the funding by the Borrower to reimburse of any amount under a Letter of Credit, or any other form of collateral security for the Borrower's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder and (iii) if the Agent is not timely reimbursed for drawings the amount of any drawing under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower for the amount the Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the Borrower's obligation of the Borrower to reimburse the Agent for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demandpay) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% equal to the Domestic Rate as for three (3) Business Days and thereafter at a rate per annum equal to the sum of 2% plus the Domestic Rate from time to time in effect. Anything contained in The Agent will promptly notify the Applications Banks of each issuance by it of a Letter of Credit. If the Agent issues any Letters of Credit with expiration dates that are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to the contrary notwithstanding, prevent such automatic extension if before such required notice date (i) the Borrower shall pay fees in connection with each expiration date of such Letter of Credit as set forth in Section 3 hereofif so extended would be later than the Termination Date, (ii) prior to the occurrence of a Default Commitments have been terminated or (iii) an Event of Default exists and the Required Banks have given the Agent will instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default Section 8.2 and the other terms of this Section 1.2. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or an Event of Default extend the Agent will not call for the funding expiration date of a Letter of Credit by is subject to the Borrower prior to being presented with a draft drawn thereunder (or, in conditions of Section 8.2 and the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes other terms of this Section 1.2 and the Agent to charge will not issue, amend or extend the Borrower's principal operating account (or in the event amounts therein are insufficient, then expiration date of any other deposit account Letter of the Borrower) maintained with Credit if any Bank notifies the Agent for the amount necessary of any failure to reimburse satisfy or otherwise comply with such conditions and terms and directs the Agent for any drafts drawn under Letters of Credit issued hereundernot to take such action.

Applications. At the any time the Borrower requests each Letter of Credit to be issued before thirty (or 30) days prior to the first issuance Termination Date, an Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the requested date of issuance, issue one or more Letters of Credit, in a form satisfactory to such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by such Issuing Agent for the Agent type of Letter of Credit, requested (individually each an "“Application" and collectively the "Applications"”). Subject Notwithstanding anything contained in any Application to the other provisions contrary (i) Borrower’s obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 3.1(b) hereof, and (ii) if the obligation applicable Issuing Agent is not timely reimbursed for the amount of the Borrower to reimburse the Agent for drawings any drawing under a Letter of Credit on the date such drawing is paid (it being understood that a "Reimbursement Obligation"drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 paiddeemed to have been timely reimbursed), the Borrower’s obligation of the Borrower to reimburse the applicable Issuing Agent for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% equal to the Domestic sum of two percent (2%) plus the Base Rate as Margin plus the Base Rate from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) prior to the occurrence of a Default or an Event of Default the The applicable Issuing Agent will not call for additional collateral security for promptly notify the obligations Banks of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding each issuance by it of a Letter of Credit by the Borrower prior and any amendment or extension of a Letter of Credit. Each Issuing Agent agrees to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior issue amendments to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderby it increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2). Without limiting the generality of the foregoing, a Issuing Agent’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At the time the Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower for whose account such Letter of Credit is to be issued shall execute and deliver to the Administrative Agent an application for such Letter of Credit in the form then customarily prescribed by the Administrative Agent (individually an "ApplicationAPPLICATION" and collectively the "ApplicationsAPPLICATIONS"). Subject to the other provisions of this subsection, the obligation of the a Borrower to reimburse the Administrative Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") issued for such Borrower's account shall be governed by the Application for such Letter of Credit. In Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Administrative Agent is not reimbursed by the a Borrower for the amount the Administrative Agent pays on any draft drawn under a Letter of Credit issued hereunder issued for such Borrower's account by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the such Borrower to reimburse the Administrative Agent for the amount of such draft paid shall bear interest (which the such Borrower 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. Anything contained in the Applications to the contrary notwithstanding, (iii) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.3 hereof, (iiiii) except as otherwise provided in Section 2.7 hereof, prior to the occurrence of a Default or an Event of Default the Administrative Agent will not call for additional collateral security for the obligations of the Borrower Borrowers 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 (iiiiv) except as otherwise provided in Section 2.7 hereof, prior to the occurrence of a Default or an Event of Default the Administrative Agent will not call for the funding of a Letter of Credit by the any Borrower 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 Each Borrower hereby irrevocably authorizes the Administrative Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other of such Borrowers' deposit account of the Borrower) accounts maintained with the Administrative Agent for the amount necessary to reimburse the Administrative Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter Applicable Issuer shall, subject to all of Credit the terms and conditions hereof, at the request of the Company (which is acting on behalf of the Borrowers pursuant to be issued (Section 1.7 hereof), issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Applicable Issuer, in an aggregate face amount not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application and reimbursement agreement, if applicable, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively Applicable Issuer for the "Applications"). Subject to the other provisions type of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed in question, duly executed by the Borrower for whose account such Letter of Credit was issued (each such application together with the amount the Agent pays on any draft drawn under a 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 11:00 a.m. the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (Chicago timeb) on expire not later than (i) the Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date when such drawing which is paidfive days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer other than Bank of Montreal; provided, that in the obligation sole discretion of the Agent and the Applicable Issuer, one or more Letters of Credit may be issued and renewed with an expiration date after the Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower to reimburse deposits with the Agent for at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such draft paid Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall bear interest (which terminate on the Borrower 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% Revolving Credit Termination Date to the Domestic Rate as from time to time extent such Letter of Credit has been Cash Collateralized in effectaccordance with the foregoing). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstandingcontrary, (i) the Borrower shall applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3 3.3 hereof, (ii) prior to the occurrence except as otherwise provided in Section 2.12, 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Applicable Issuer will not call for the funding by such Borrower of any amount under a Letter of 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 Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower’s obligation to reimburse the Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin for EurodollarSOFR Loans from time to time in effect. The Issuer will promptly notify the Agent of each request for a Letter of Credit and of the issuance of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes and the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account shall promptly thereafter so notify each of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for Lenders. If an Applicable Issuer issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Applicable Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, the 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 6, the other terms of this Section 1.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At the time the Borrower Company requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower Company shall execute and deliver to the Agent an application for such Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower Company to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Agent is not reimbursed by the Borrower 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 Borrower Company to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in effect (computed on the Applications to basis of a year of 360 days for the contrary notwithstandingactual number of days elapsed), (iii) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (iiiii) 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 additional collateral security for the obligations of the Borrower Company under the Applications, and (iiiiv) except as otherwise provided in Section 3.4 hereof, prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter of Credit by the Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower Company hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) 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, then in that event such Lender shall pay to the Agent such Lender's Percentage of the amount of each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Company for the amount of such draft, together with interest thereon as provided for herein. The obligations of the Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Company, 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 amount of any such draft, then in that event the defaulting Lender shall have no right to participate in any recoveries from the Company in respect of such draft.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower requests each Representative, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the applicable Borrower and, if such Letter of Credit to be issued (or prior to is for the first issuance account of any Subsidiary of a Letter of Credit in Borrower, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation"each an “Application”). Each Letter of Credit will have an expiration date no later than the earlier of (i) shall be governed by 12 months from the Application for 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. In the event the Agent Credit is not reimbursed by the Borrower for the amount the Agent pays on any draft drawn under a Cash Collateralized as hereinafter provided in which case such Letter of Credit issued hereunder by 11:00 a.m. shall expire no later than the date that is thirty (Chicago time30) days prior to the first anniversary of the Revolving Credit Termination Date. If any Letter of Credit is outstanding for any reason on the date when such drawing is paidRevolving Credit Termination Date, the obligation of the Borrower to reimburse the Agent for the amount of such draft paid Borrowers shall bear interest (which the Borrower 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% deliver to the Domestic Rate as from time Administrative Agent on or prior to time the Revolving Credit Termination Date Cash Collateral to be held and applied in effectaccordance with Section 9.4 hereof. Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to the occurrence of a Default except as otherwise provided in this Section or in Section 1.15 hereof, unless an Event of Default exists, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit by the Borrower prior to before being presented with a draft drawn thereunder drawing thereunder, and (or, in iii) if the event the draft L/C Issuer is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent not timely reimbursed for the amount necessary of any drawing under a Letter of Credit on the date such drawing is paid, the Borrowers’ obligation to reimburse the Agent L/C Issuer for any drafts drawn under Letters the amount of Credit issued hereunder.such drawing shall bear interest (which the Borrowers hereby promise to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from

Applications. At any time before the time Revolving Credit Termination Date, the Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Agent, with expiration dates no later than the earlier of 12 months from the date of issuance (or be cancelable not later than 12 months from the date of issuance and each renewal) or Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each Letter of Credit to be issued (or prior to for the first issuance of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent for the Letter of Credit requested (individually each an "Application" and collectively the "ApplicationsAPPLICATION"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.10 hereof, before the occurrence of a Default or an Event of Default the Agent will not call for additional collateral security for the obligations of the Borrower under the ApplicationsDefault, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit by the Borrower prior to before being presented with a draft drawn thereunder drawing thereunder, and (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes iii) if the Agent to charge is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with obligation to reimburse the Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin plus the Base Rate from time to time in effect. If the Agent issues any Letter of Credit with an expiration date that is automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to reimburse prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Required Lenders have given the Agent for any drafts drawn under Letters instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit issued hereunderincreasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7.2 hereof and the other terms of this Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to be issued the L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) and 30 days prior to the first issuance Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), an application duly executed by the Borrower shall execute and deliver to the Agent an application for and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 (b) hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid until the Business Day following the date such drawing is paid at a rate per annum equal to the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and thereafter at a rate per annum equal to the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been termi-nated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At the time the Borrower Company requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower Company shall execute and deliver to the Agent Bank an application for such Letter of Credit in the form then customarily prescribed by the Agent Bank (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower Company to reimburse the Agent Bank for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event a drawing is paid on a Letter of Credit and the Agent Company has not notified the Bank by 11:00 a.m. (Chicago time) on the date when such drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this Agreement, the Company shall be deemed to have irrevocably requested a Loan constituting a Base Rate Portion on such day in the amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the requirement that a Loan be in a certain minimum amount), which new Loan shall be applied to pay the reimbursement obligation then due. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by the Borrower Company (whether out of the proceeds of such a Loan or otherwise) for the amount the Agent Bank pays on any draft amount drawn under a Letter of Credit issued hereunder by 11:00 a.m. 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrower Company to reimburse the Agent Bank for the amount of such draft drawing paid shall bear interest (which the Borrower Company hereby promises to pay on demand) from and after the date the draft drawing is paid until payment in full thereof at a the fluctuating rate per annum determined by adding 2% to the Domestic Base Rate as from time to time in effect. Anything contained in effect (computed on the Applications to basis of a year of 365 or 366 days, as the contrary notwithstandingcase may be, for the actual number of days elapsed), (iii) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) 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 Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Bank will not call for the funding of a Letter of Credit by the Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderdrawing thereunder.

Applications. At the any time the Borrower requests each Letter of Credit to be issued before thirty (or 30) days prior to the first issuance Termination Date, a Issuing Agent shall, at the request of Borrower given to such Issuing Agent at least three (3) Business Days prior to the requested date of issuance, issue one or more Letters of Credit, in a form satisfactory to such Issuing Agent, with expiration dates no later than five (5) Business Days prior to the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by such Issuing Agent for the Agent type of Letter of Credit, requested (individually each an "Application" and collectively the "Applications"). Subject No Letter of Credit may contain an clause which provides for the extension of the expiration date of such Letter of Credit absent an affirmative request from Borrower to the other provisions such Issuing Agent and the Administrative Agent requesting such extension. Notwithstanding anything contained in any Application to the contrary (i) Borrower's obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 3.1(b) hereof, and (ii) if the obligation applicable Issuing Agent is not timely reimbursed for the amount of the Borrower to reimburse the Agent for drawings any drawing under a Letter of Credit on the date such drawing is paid (it being understood that a "Reimbursement Obligation"drawing which is reimbursed pursuant to, and in accordance with, the last sentence of Section 2.5(c) shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 paiddeemed to have been timely reimbursed), the Borrower's obligation of the Borrower to reimburse the applicable Issuing Agent for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding 2% equal to the Domestic sum of two percent (2%) plus the Base Rate as Margin plus the Base Rate from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) prior to the occurrence of a Default or an Event of Default the The applicable Issuing Agent will not call for additional collateral security for promptly notify the obligations Banks of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding each issuance by it of a Letter of Credit by the Borrower prior and any amendment or extension of a Letter of Credit. Each Issuing Agent agrees to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior issue amendments to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderby it increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2). Without limiting the generality of the foregoing, a Issuing Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions set forth herein (including the conditions set forth in Section 6.2 and the other terms of this Section 2.2) and an Issuing Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies such Issuing Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs such Issuing Agent not to take such action.

Applications. At any time before the time Termination Date, L/C Issuer shall, at the request of Borrower requests each Letter Representative, issue one or more Letters of Credit Credit, in a form satisfactory to be issued (or prior to L/C Issuer, in an aggregate face amount as set forth above, upon the first issuance receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application duly executed by the applicable Borrower for such the relevant Letter of Credit in the form then customarily prescribed by L/C Issuer for the Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each, an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided herein, before the occurrence of an Event of Default, 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 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 (including without limitation pursuant to a Borrowing hereunder after notice to the Borrower Representative as provided in Section 1.3(c)), the applicable Borrower’s obligation to reimburse 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 at a rate per annum equal to the sum of 2.0% plus the Applicable Margin 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). If L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended, then such expiration date shall automatically extend, unless L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, in which case L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the Revolving Credit Commitments have been terminated, or (ii) a Default or an Event of Default exists and the Agent will not call for additional collateral security for Administrative Agent, at the obligations request or with the consent of the Borrower under Required Lenders, has given L/C Issuer instructions not to so permit the Applications, and (iii) prior to extension of the occurrence expiration date of a Default or an Event of Default the Agent will not call for the funding of a such Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderCredit.

Applications. At any time before the time Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of Credit to be issued (the Borrower, issue one or prior to the first issuance of a Letter more Letters of Credit in U.S. Dollars, in a form satisfactory to the case L/C Issuer upon the receipt of a continuing application), an application duly executed by the Borrower shall execute and deliver to for the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") each an “Application”). Each Letter of Credit shall have an expiration date that is 30 days from the date of its issuance and shall be governed by automatically extended for an additional 30 days unless the Application for such L/C Issuer gives the beneficiary thereof at least 30 days prior written notice that the expiration date will not so extend beyond its then scheduled expiration date, provided that in no event may the expiration date of any Letter of CreditCredit extend beyond the Maturity Date. In Any Letters of Credit that expire after the event Termination Date must be fully cash collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the exclusive control of the DIP Agent in an amount equal to 105% of the maximum amount available to be drawn thereunder, or be supported by a letter of credit issued by a bank acceptable to the Required Lenders and that is not reimbursed by satisfactory in form and substance to the Borrower for Required Lenders. The L/C Issuer may give notice of non-renewal to the amount the Agent pays on beneficiary of 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower hereby promises to pay on demand) from and after the date the draft is paid until payment at any time in full thereof at a fluctuating rate per annum determined by adding 2% its sole discretion. Notwithstanding anything contained in any Application to the Domestic Rate as from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1(b) hereof, (ii) prior to the occurrence of a Default or except as otherwise provided in this Section and in Section 1.8 hereof, unless an Event of Default exists, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed by the Borrower for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at the Default Rate. Unless the DIP Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give each beneficiary of a Letter of Credit by notice of non-renewal before the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse prevent the Agent for any drafts drawn under Letters automatic extension thereof if before such required notice date: (i) the expiration date of such Letter of Credit issued hereunder.if so extended would be after the Termination Date,

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 (30) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior except as otherwise provided in Section 1.9 or Section 1.15 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the 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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of the Applicable Margin for Reimbursement Obligations 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 the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent will or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default Section 7 hereof and the other terms of this Section 1.3. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or an Event of Default the Agent will not call for the funding of a amend any Letter of Credit by if a default of any Lender’s obligations to fund under Section 1.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with the Borrower prior or such Lender satisfactory to being presented the L/C Issuer to eliminate the L/C Issuer’s risk with a draft drawn thereunder (or, in the event the draft is a time draft, prior respect to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereundersuch Lender.

Applications. At the time the either Borrower requests each a Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the such Borrower shall execute and deliver to the Agent Bank an application for such Letter of Credit in the form then customarily prescribed by the Agent Bank (individually an "“Application" ” and collectively the "“Applications"”). Subject to the other provisions of this subsection, the obligation of the relevant Borrower to reimburse the Agent Bank for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In Anything contained in the Applications to the contrary notwithstanding, (i) the Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit, (ii) in the event the Agent Bank is not reimbursed by the Borrower Borrowers for the amount the Agent Bank pays on any draft drawn drawing made under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrower Borrowers to reimburse the Agent Bank for the amount of such draft paid drawing shall bear interest (which the Borrower Borrowers hereby promises jointly and severally promise to pay on demand) from and after the date the draft drawing is paid by the Bank until payment repayment in full thereof at a the fluctuating rate per annum determined by adding 2% the Applicable Margin to the Domestic Base Rate as from time to time in effect. Anything contained in effect (computed on the Applications to basis of a year of 365 or 366 days, as the contrary notwithstandingcase may be, days for the actual number of days elapsed), (iiii) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 3.1 hereof, (iiiv) prior to the occurrence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Bank will not call for the funding of a Letter of Credit by the Borrower Borrowers prior to being presented with a draft drawn drawing thereunder and (or, in v) the event Bank will promptly notify the draft is a time draft, prior to its due date). The applicable Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained presentment to the Bank of any demand for payment by the Bank under any Letter of Credit, together with the Agent for notice of the amount necessary to reimburse of such payment and the Agent for any drafts drawn under Letters of Credit issued hereunderdate such payment shall be made.

Applications. At the time the any Borrower requests each a Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the such Borrower shall execute and deliver to the Agent an application for such Letter of Credit in the form then customarily prescribed by the Agent (individually an "ApplicationAPPLICATION" and collectively the "ApplicationsAPPLICATIONS"). Subject to the other provisions of this subsection, the obligation of the such Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In Anything contained in the Applications to the contrary notwithstanding, (i) the Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit, (ii) in the event the Agent is not reimbursed by the Borrower 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 Borrower Borrowers to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower Borrowers hereby promises 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. Anything contained in effect (computed on the Applications to basis of a year of 365 days for the contrary notwithstandingactual number of days elapsed), (iiii) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (iiiv) 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 additional collateral security for the obligations of the Borrower under the ApplicationsL/C Obligations, and (iiiv) except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter of Credit by the Borrower Borrowers prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date)) and (vi) the Agent will promptly notify the applicable Borrower of the presentment to the Agent of any demand for payment by the Agent under any Letter of Credit, together with notice of the amount of such payment and the date such payment shall be made. The reimbursement obligations of each Borrower under this Section 1.4 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense. The Borrowers hereby irrevocably authorizes authorize the Agent to charge the charge, while any Event of Default is continuing, any of any Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) accounts maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Agent shall, at the request of Credit to be issued (the Borrower, issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Agent, with expiration dates no later than the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit, whether standby or commercial, requested (individually each an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1(b) hereof, (ii) prior to before the occurrence of a Default or an Event of Default the Agent will not call for additional collateral security for the obligations of the Borrower under the ApplicationsDefault, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of collateral security for the Borrower's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit by on the Borrower prior to being presented with a draft drawn thereunder (ordate such drawing is paid, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with obligation to reimburse the Agent for the amount necessary of such drawing shall bear interest (which the Borrower hereby promises to reimburse pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Domestic Rate from time to time in effect. If the Agent for issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non- 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 after the Termination Date, (ii) the Commitments have been terminated or (iii) an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.2 and the other terms of this Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 (10) days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by each an “Application”). The Borrower agrees that if on the Application for such Letter Revolving Credit Termination Date any Letters of Credit. In the event the Agent is not reimbursed by Credit remain outstanding the Borrower for shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 103% of the Agent pays on any draft drawn under a aggregate amount of each Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrower to reimburse the Agent for the amount of such draft paid shall bear interest then outstanding (which shall be held by the Borrower 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% Administrative Agent pursuant to the Domestic Rate as from time to time in effectterms of Section 9.4). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof3.1, and (ii) 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 and notice of such payment is provided by the Borrower from the L/C Issuer, except as otherwise provided for in Section 2.5(c), the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin 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). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) prior to the occurrence of a Default Revolving Credit Commitments have been terminated, or (iii) an Event of Default exists and either the Administrative Agent will or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Agent shall, at the request of the Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof), issue one or more Letters of Credit to be issued (for the account of any one or prior more of the Borrowers, in a form satisfactory to the first issuance Agent, with expiration dates no later than the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit, whether standby or commercial, duly executed by each Borrower for whose account such Letter of Credit was issued (individually each an "Application" and collectively the "Applications"). Subject The current form of the Agent's Applications are attached as Schedule 1.5 (Standby) and Schedule 1.5 (Commercial) hereto. The Agent shall provide the Borrowers and each Lender with copies of any new form of Application that may, from time to time, be adopted by the Agent. Notwithstanding anything contained in any Application to the other provisions contrary (i) the Borrowers shall be jointly and severally liable for all obligations in respect of this subsectioneach Letter of Credit, (ii) the Acme Group's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3.3 hereof, (iii) except during the continuance of an Event of Default , the obligation Agent will not call for the funding by the Acme Group of any amount under a Letter of Credit, or any other form of collateral security for the Borrower to reimburse Acme Group's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iv) if the Agent is not timely reimbursed for drawings the amount of any drawing under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrowers' obligation of the Borrower to reimburse the Agent for the amount of such draft paid drawing shall bear interest (which the Borrower Borrowers hereby promises promise to pay on demandpay) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding equal to the sum of 2% to plus the Domestic Rate as from time to time in effect. Anything contained in The Agent will promptly notify the Applications Lenders of each issuance by it of a Letter of Credit. If the Agent issues any Letters of Credit with expiration dates that are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to the contrary notwithstanding, prevent such automatic extension if before such required notice date (i) the Borrower shall pay fees in connection with each expiration date of such Letter of Credit as set forth in Section 3 hereofif so extended would be after the Termination Date, (ii) prior to the occurrence of a Default Commitments have been terminated or (iii) an Event of Default exists and any Lender has given the Agent will instructions not call for additional collateral security for to so permit the obligations extension of the Borrower under the Applications, and (iii) prior expiration date of such Letter of Credit. The Agent agrees to issue amendments to the occurrence Letter(s) of a Default Credit increasing the amount, or an Event extending the expiration date, thereof at the request of Default the Agent will not call for Company subject to the funding conditions of Section 6 and the other terms of this Section 1.5. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit by is subject to the Borrower prior to being presented with a draft drawn thereunder (or, in conditions of Section 6 and the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes other terms of this Section 1.5 and the Agent to charge will not issue, amend or extend the Borrower's principal operating account (or in the event amounts therein are insufficient, then expiration date of any other deposit account Letter of the Borrower) maintained with Credit if any Lender notifies the Agent for the amount necessary of any failure to reimburse satisfy or otherwise comply with such conditions and terms and directs the Agent for any drafts drawn under Letters of Credit issued hereundernot to take such action.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s Reimbursement Obligation for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Commitments have been terminated, or (iii) at such time, a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Administrative Agent shall, at the request of Credit to be issued (the Company, issue one or prior more Letters of Credit, whether standby or commercial, in a form satisfactory to the first issuance Administrative Agent and the Company, with expiration dates no later than the Termination Date, in an aggregate Original Dollar Amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for the type of Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation The current form of the Borrower to reimburse Administrative Agent's Applications are attached as Schedule 2.3 (Standby) and Schedule 2.3 (Commercial) hereto. The Administrative Agent shall provide the Agent for drawings under a Letter Company and each Bank with copies of Credit (a "Reimbursement Obligation") shall be governed by the any new form of Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 paidthat may, the obligation of the Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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 effecttime, be adopted by the Administrative Agent. Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, contrary: (i) the Borrower shall Company's obligation to pay fees in connection with each Letter of Credit shall be exclusively as set forth in Section 3 2.4 hereof, (ii) prior to except during the occurrence continuance of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Administrative Agent will not call for the funding by the Company of any amount under a Letter of 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 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 Company's obligation to reimburse the Administrative Agent for the amount of such drawing shall bear interest (which the Company hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the Base Rate for three (3) Business Days and thereafter at a rate per annum equal to the sum of 1% plus the Base Rate from time to time in effect. The Administrative Agent will promptly notify the Banks of each issuance by it of a Letter of Credit. If the Administrative Agent issues any Letters of Credit with expiration dates that are automatically extended unless the Administrative Agent gives notice that the expiration date will not so extend beyond its then-scheduled expiration date, the Administrative Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than the Termination Date, (ii) the Commitments have been terminated or (iii) an Event of Default exists and the Majority Banks have given the Administrative Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Administrative Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company subject to the terms of this Section 2.3 (including, but not limited to, the satisfaction of the conditions set forth in Section 2.3(c) at the time of such amendment). Without limiting the generality of the foregoing, the Administrative Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit by is subject to the Borrower prior to being presented with a draft drawn thereunder (orconditions of Section 2.3(c) and the other terms of this Section 2.3 and the Administrative Agent will not issue, in amend or extend the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then expiration date of any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters Letter of Credit issued hereunderif any Bank notifies the Administrative Agent of any failure to satisfy or otherwise comply with such conditions and terms and directs the Administrative Agent not to take such action.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 3.1 hereof, (ii) prior except as otherwise provided in Section 2.7 or Section 2.14 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the Administrative Agent will or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default Section 7 hereof and the other terms of this Section 2.2. Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or an Event of Default the Agent will not call for the funding of a amend any Letter of Credit by if a default of any Lender’s obligations to fund under Section 2.2(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with Borrower prior or such Lender satisfactory to being presented the L/C Issuer to eliminate the L/C Issuer’s risk with a draft drawn thereunder (or, in the event the draft is a time draft, prior respect to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereundersuch Lender.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter Applicable Issuer shall, subject to all of Credit the terms and conditions hereof, at the request of the Company (which is acting on behalf of the Borrowers pursuant to be issued (Section 1.7 hereof), issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Applicable Issuer, in an aggregate face amount not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application and reimbursement agreement, if applicable, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively Applicable Issuer for the "Applications"). Subject to the other provisions type of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed in question, duly executed by the Borrower for whose account such Letter of Credit was issued (each such application together with the amount the Agent pays on any draft drawn under a 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 11:00 a.m. the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (Chicago timeb) on expire not later than (i) the Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date when such drawing which is paidfive days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer other than Bank of Montreal; provided, that in the obligation sole discretion of the Agent and the Applicable Issuer, one or more Letters of Credit may be issued and renewed with an expiration date after the Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower to reimburse deposits with the Agent for at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such draft paid Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall bear interest (which terminate on the Borrower 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% Revolving Credit Termination Date to the Domestic Rate as from time to time extent such Letter of Credit has been Cash Collateralized in effectaccordance with the foregoing). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstandingcontrary, (i) the Borrower shall applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3 3.3 hereof, (ii) prior to the occurrence except as otherwise provided in Section 2.11, 2.12 or Section 3.5 hereof or during existence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Applicable Issuer will not call for the funding by such Borrower of any amount under a Letter of 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 Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower’s obligation to reimburse the Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin for SOFR Loans from time to time in effect. The Applicable Issuer will promptly notify the Agent of each request for a Letter of Credit and of the issuance of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes and the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account shall promptly thereafter so notify each of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for Lenders. If an Applicable Issuer issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Applicable Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, the 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 6, the other terms of this Section 1.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to be issued the L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) and 30 days prior to the first issuance Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), an application duly executed by the Borrower shall execute and deliver to the Agent an application for and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the Agent (individually an "Application" and collectively L/C Issuer for the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 (b) hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (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 Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid until the Business Day following the date such drawing is paid at a rate per annum equal to the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and thereafter at a rate per annum equal to the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for additional collateral security for to so permit the obligations extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 7 hereof and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of RCE, which is acting on behalf of the Borrowers, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to be issued the L/C Issuer, with expiration dates no later than the earlier of 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 30 days prior to the first issuance Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application duly executed by RCE, on behalf of the applicable Borrower, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of a Default or an Event of Default Default, the Agent L/C Issuer will not call for additional collateral security for the obligations funding by the Borrowers of the Borrower any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior 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 at a rate per annum equal to the occurrence sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit by the Borrower prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date)Credit. The Borrower hereby irrevocably authorizes L/C Issuer agrees to issue amendments to the Agent to charge Letter(s) of Credit increasing the Borrower's principal operating account (amount, or in extending the event amounts therein are insufficientexpiration date, then any other deposit account thereof at the request of RCE, on behalf of the Borrower) maintained with applicable Borrower subject to the Agent for conditions of Section 7 hereof and the amount necessary to reimburse the Agent for any drafts drawn under Letters other terms of Credit issued hereunderthis Section 1.3.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Agent shall, at the request of Credit to be issued (the Borrower, issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Agent, with expiration dates no later than the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent for a special purpose, or "standby", letter of credit or a commercial letter of credit (individually each an "Application" and collectively the "ApplicationsAPPLICATION"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 Sections 2.1(b) hereof, (ii) prior to before the occurrence of a Default or an Event of Default Default, the Agent will not call for additional (A) the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder or (B) any collateral security for the any obligations of the Borrower under the Applicationsan Application, and (iii) prior to in the occurrence of a Default or an Event of Default event the Agent will is not call timely reimbursed for the funding amount of any drawing under a Letter of Credit by on the Borrower prior to being presented with a draft drawn thereunder (ordate such drawing is paid, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with obligation to reimburse the Agent for the amount necessary of such drawing shall bear interest (which the Borrower hereby promises to reimburse pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Domestic Rate from time to time in effect. In the event the Agent for issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have terminated or (iii) an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.2 and the other terms of this Section 1.2.

Applications. At any time before the time Latest Revolving Credit Maturity Date, each Issuing Lender shall, at the Borrower requests request of Borrower, issue one or more Letters of Credit in Dollars, in a form satisfactory to such Issuing Lender, with expiration dates no later than the earlier of 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 (30) days prior to the Latest Revolving Credit Maturity Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by Xxxxxxxx and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by such Issuing Lender for the Agent (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit requested (a "Reimbursement Obligation") shall be governed by the each an “Application”). Notwithstanding anything contained in any Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof2.09, and (ii) prior to the occurrence of a Default or an Event of Default the Agent will if any Issuing Lender is not call for additional collateral security timely reimbursed for the obligations amount of the Borrower any drawing under the Applications, and (iii) 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 on the Borrower prior date such drawing is paid, Xxxxxxxx’s obligation to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent reimburse such Issuing Lender for the amount necessary of such drawing shall bear interest (which Borrower hereby promises to reimburse pay) from and after the Agent date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin Percentage 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 the Borrower so requests in any Application, such Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any drafts drawn under Letters such extension. Once an Auto-Extension Letter of Credit issued hereunderhas been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date which shall comply with this paragraph; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of the last sentence of this clause (b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is 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 the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Lender not to permit such extension. Each Issuing Xxxxxx agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of Borrower subject to the conditions of Article 4 and the other terms of this Article 3.

Applications. At the time the Borrower Company requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower Company shall execute and deliver to the Agent an application for such Letter of Credit in the form then customarily prescribed by the 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 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, except that reimbursement of each drawing shall be made in immediately available funds at the Agent's principal office in Chicago, Illinois by no later than 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. Subject to the other provisions of this subsection, the obligation of the Borrower Company to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Agent is not reimbursed by the Borrower Company for the amount the Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. 12:00 noon (Chicago time) on the date when such drawing is paidpaid or, if such drawing was paid after 11:30 a.m. (Chicago time), by the end of such day, the obligation of the Borrower Company to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in effect (computed on the Applications to basis of a year of 365 or 366 days, as the contrary notwithstandingcase may be), (iii) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 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 Borrower 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 (iiiiv) except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding of a Letter of Credit by the Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any time before the time Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Borrower, 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 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 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Borrower requests each and, if such Letter of Credit to be issued (or prior to is for the first issuance account of a Letter one of Credit in its Subsidiaries, such Subsidiary for the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such relevant Letter of Credit in the form then customarily prescribed by the Agent L/C Issuer for the Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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. Anything contained in the Applications to the contrary notwithstanding, contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 2.1 hereof, (ii) prior to except as otherwise provided in Section 1.8 hereof, before the occurrence of a Default or an Event of Default Default, the Agent L/C Issuer will not call for additional collateral security for the obligations of funding by the Borrower of any amount under the Applicationsa Letter of Credit before being presented with a drawing thereunder, and (iii) prior 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 Borrower's obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the occurrence sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a Default or an Event of Default exists and the Agent will Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not call for to so permit the funding extension of a the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit by increasing the amount, or extending the expiration date, thereof at the request of the Borrower prior subject to being presented with a draft drawn thereunder (or, in the event conditions of Section 7 hereof and the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account terms of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.2.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Agent shall, at the request of Credit to be issued (the Company, issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Agent, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent for the type of Letter of Credit requested (individually each an "Application" and collectively the "Applications"). Subject This Agreement supersedes any terms of the Applications which are irreconcilably inconsistent with the terms hereof. Notwithstanding anything contained in any Application to the other provisions contrary (i) the Company's obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 3.4 hereof, (ii) except during the continuance of an Event of Default, the obligation Agent will not call for the funding by the Company of any amount under a Letter of Credit, or any other form of collateral security for the Borrower to reimburse Company's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Agent is not timely reimbursed for drawings the amount of any drawing under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower 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 Company's obligation of the Borrower to reimburse the Agent for the amount of such draft paid drawing shall bear interest (which the Borrower Company hereby promises to pay on demandpay) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding equal to the sum of 2% to plus the Domestic Rate as from time to time in effect. Anything contained in the Applications to the contrary notwithstanding, (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) prior to the occurrence of a Default or an Event of Default the The Agent will not call for additional collateral security for promptly notify the obligations Administrative Agent of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent will not call for the funding each issuance by it of a Letter of Credit by and of each reduction or termination thereof and the Borrower prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date)Administrative Agent shall then promptly notify each Bank thereof. The Borrower hereby irrevocably authorizes If the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then issues any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless the Agent gives notice that the expiration date will not so extend beyond its then scheduled expiration date, the Agent will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated or (iii) an Event of Default exists and the Required Banks have given the Agent instructions not to so permit the extension of the expiration date of such Letter of Credit. The Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company subject to the conditions of Section 5 and the other terms of this Section 1.3. Without limiting the generality of the foregoing, the Agent's obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the conditions of Section 5 and the other terms of this Section 1.3 and the Agent will not issue, amend or extend the expiration date of any Letter of Credit if any Bank notifies the Agent of any failure by the Company to satisfy or otherwise comply with such conditions and terms and directs the Agent not to take such action.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Administrative Agent shall, at the request of Credit to be issued (the Borrower, issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Administrative Agent, with expiration dates no later than the Termination Date, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an duly executed application for such the relevant Letter of Credit in the form then customarily prescribed by the Administrative Agent for a standby letter of credit (individually each an "Application" and collectively the "Applications"). Subject Notwithstanding anything contained in any Application to the other provisions contrary (i) the Borrower's obligation to pay fees in connection with each Letter of this subsectionCredit shall be as exclusively set forth in Section 2.1(b) hereof, (ii) except during the continuance of an Event of Default, the obligation of Administrative Agent will not call for the funding by the Borrower to reimburse of any amount under a Letter of Credit, or any other form of collateral security for the Borrower's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Administrative Agent is not timely reimbursed for drawings the amount of any drawing under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed by the Borrower for the amount the Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the Borrower's obligation of the Borrower to reimburse the Administrative Agent for the amount of such draft paid drawing shall bear interest (which the Borrower hereby promises to pay on demandpay) from and after the date the draft such drawing is paid until payment in full thereof at a fluctuating rate per annum determined by adding (i) if such Letter of Credit is denominated in U.S. Dollars, equal to the sum of 2% to PLUS the Domestic Rate as from time to time in effect. Anything contained in effect PLUS the Applications to the contrary notwithstanding, Applicable Margin for Domestic Rate Loans and (iii) the Borrower shall pay fees in connection with each if such Letter of Credit as set forth is denominated in Section 3 hereofEuros or Japanese Yen, (ii) prior equal to the occurrence rate established pursuant to Section 1.10(b) for Eurocurrency Loans denominated in an Alternative Currency. The Administrative Agent agrees to issue amendments to the Letter(s) of a Default Credit increasing the amount, or an Event of Default extending the Agent will not call for additional collateral security for expiration date, thereof at the obligations request of the Borrower under the Applications, and (iii) prior subject to the occurrence conditions of a Default or an Event Section 6.2 and the other terms of Default the Agent will not call for the funding of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunderthis Section 1.3.

Applications. At any time before the time Termination Date, the Borrower requests each Letter L/C Issuer shall, at the request of Credit to be issued (either Borrower, issue one or prior to the first issuance of a Letter more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the case L/C Issuer, with expiration dates no later than 12 months from the date of a continuing applicationissuance (or which are cancelable not later than 12 months from the date of issuance and each renewal), in an aggregate face amount for all Borrowers as set forth above, upon the Borrower shall execute and deliver to the Agent receipt of an application duly executed by the relevant Borrower for such the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided, however, that if the expiration date of any Letter of Credit issued hereunder extends past the Termination Date, the Borrowers hereby agree to cause Cash Collateral to be posted with the Administrative Agent on or before the date thirty (individually an "Application" and collectively the "Applications"). Subject 30) days prior to the other provisions Termination Date as then in effect (provided that if the request for such Letter of this subsectionCredit is made within the thirty (30) day period prior to the Termination Date, the obligation Borrowers hereby agree to cause Cash Collateral to be posted with the Administrative Agent as a condition to the issuance of the Borrower requested Letter of Credit), in an amount equal to reimburse 105% of the Agent for drawings under a face amount of such Letter of Credit (a "Reimbursement Obligation") which shall be governed held by the Application for such Letter Administrative Agent pursuant to the terms of CreditSection 9.4). In The Borrowers, the event Administrative Agent and the Agent is not reimbursed by Lenders acknowledge and agree that the Borrower for the amount the Agent pays on any draft drawn under L/C Issuer may agree to extend or renew a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) under this Agreement after the Termination Date. In consideration of any such extension or renewal, Borrowers agree that all Cash Collateral posted with respect to any such Letter of Credit issued under this Agreement shall continue to be pledged to, and subject to the security interest of, the Administrative Agent, for the benefit of the L/C Issuer, after the Termination Date as collateral security for any Reimbursement Obligations related to such Letter of Credit and any extension or renewal thereof. The Borrowers agree that if on the date when such drawing is paidTermination 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 obligation Borrowers shall then deliver to the Administrative Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the Borrower to reimburse the Agent for the aggregate amount of each such draft paid shall bear interest Letter of Credit (which shall be held by the Borrower 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% Administrative Agent pursuant to the Domestic Rate as from time to time in effectterms of Section 9.4). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstanding, contrary: (i) the Borrower Borrowers shall be jointly and severally liable for all obligations in respect of each Letter of Credit and shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof3.1, (ii) prior to the occurrence of a Default except as otherwise provided herein or in Sections 2.7, 2.12 or 2.13, unless an Event of Default exists, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent L/C Issuer will not call for the funding by the Borrowers of any amount under a Letter of Credit by the Borrower prior to before being presented with a draft drawn thereunder drawing thereunder, (or, in iii) if the event the draft L/C Issuer is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent not timely reimbursed for the amount necessary 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’ obligations to reimburse the Agent 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 at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed), and (iv) the L/C Issuer will promptly notify the applicable Borrower of the presentment to the L/C Issuer of any drafts drawn demand for payment by the L/C Issuer under Letters 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 Letter of Credit issued hereunderwith an expiration date that is automatically extended, unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Administrative Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been 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 permit the extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of either Borrower subject to the conditions of Section 7 and the other terms of this Section.

Applications. At any time before the time Revolving Credit Termination Date, the Borrower requests each Letter Applicable Issuer shall, subject to all of Credit the terms and conditions hereof, at the request of the Company (which is acting on behalf of the Borrowers pursuant to be issued (Section 1.7 hereof), issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Applicable Issuer, in an aggregate face amount not to exceed the L/C Sublimit and the relevant Applicable Issuer’s Cap upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application and reimbursement agreement, if applicable, for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively Applicable Issuer for the "Applications"). Subject to the other provisions type of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed in question, duly executed by the Borrower for whose account such Letter of Credit was issued (each such application together with the amount the Agent pays on any draft drawn under a 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 11:00 a.m. the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (Chicago timeb) on expire not later than (i) the Revolving Credit Termination Date for Letters of Credit issued by Bank of Montreal and (ii) the date when such drawing which is paidfive days prior to the Revolving Credit Termination Date for Letters of Credit issued by an Applicable Issuer other than Bank of Montreal; provided, that in the obligation sole discretion of the Agent and the Applicable Issuer, one or more Letters of Credit may be issued and renewed with an expiration date after the Revolving Credit Termination Date (but no later than one year after the Revolving Credit Termination Date) so long as the applicable Borrower to reimburse deposits with the Agent for at least five (5) Business Days prior to the Revolving Credit Termination Date Cash Collateral to be held in accordance with Section 8.4(b) hereof in an amount not less than 102% of the face amount of such draft paid Letters of Credit (it being understood that the participations of the Lenders (other than the Applicable Issuer) in any such Letter of Credit shall bear interest (which terminate on the Borrower 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% Revolving Credit Termination Date to the Domestic Rate as from time to time extent such Letter of Credit has been Cash Collateralized in effectaccordance with the foregoing). Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstandingcontrary, (i) the Borrower shall applicable Borrower’s obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3 3.3 hereof, (ii) prior to the occurrence except as otherwise provided in Section 2.12, 2.13 or Section 3.5 hereof or during existence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Applicable Issuer will not call for the funding by such Borrower of any amount under a Letter of 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 Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, upon written notice from the Applicable Issuer the Borrower’s obligation to reimburse the Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin for Eurodollar Loans from time to time in effect. The Issuer will promptly notify the Agent of each request for a Letter of Credit and of the issuance of a Letter of Credit by the Borrower 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 Borrower hereby irrevocably authorizes and the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account shall promptly thereafter so notify each of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for Lenders. If an Applicable Issuer issues any drafts drawn under Letters of Credit issued hereunderwith expiration dates that are automatically extended unless such Applicable Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Applicable Issuer will give such notice of non‑renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date unless the Borrowers provide Cash Collateral in accordance with this Section 1.3(b), (ii) the Aggregate Revolving Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Applicable Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, the 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 6, the other terms of this Section 1.3 and the other provisions of this Agreement, and such Applicable Issuer will not issue, amend or extend the expiration date of any Letter of Credit if the Agent or the Required Lenders notify in writing such Applicable Issuer of any Default or Event of Default that is continuing and direct the Applicable Issuer not to take such action.

Applications. At the time the Borrower Company requests each Letter of Credit to be issued (or prior to the first issuance of a Letter of Credit in the case of a continuing application), the Borrower Company shall execute and deliver to the Agent Bank an application for such Letter of Credit in the form then customarily prescribed by the Agent Bank (individually an "ApplicationAPPLICATION" and collectively the "ApplicationsAPPLICATIONS"). Subject to the other provisions of this subsection, the obligation of the Borrower Company to reimburse the Agent Bank for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event a drawing is paid on a Letter of Credit and the Agent Company has not notified the Bank by 11:00 a.m. (Chicago time) on the date when such drawing is paid that the Company intends to repay such reimbursement obligation with funds not borrowed under this Agreement, the Company shall be deemed to have irrevocably requested a Revolving Credit Loan constituting a Domestic Rate Portion on such day in the amount of the reimbursement obligation then due, in each case subject to Section 6.1 hereof (other than the requirement that a Revolving Credit Loan be in a certain minimum amount), which new Revolving Credit Loan shall be applied to pay the reimbursement obligation then due. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by the Borrower Company (whether out of the proceeds of such a Revolving Credit Loan or otherwise) for the amount the Agent Bank pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. 2:00 p.m. (Chicago time) on the date when such drawing is paid, the obligation of the Borrower Company to reimburse the Agent Bank for the amount of such draft paid shall bear interest (which the Borrower Company hereby promises to pay on demand) from and after the date the draft is paid until payment in full thereof at a the fluctuating rate per annum determined by adding 2% to the Domestic Rate as from time to time in effect. Anything contained in effect (computed on the Applications to basis of a year of 365 or 366 days, as the contrary notwithstandingcase may be, for the actual number of days elapsed), (iii) the Borrower Company shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, (ii) 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 Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Bank will not call for the funding of a Letter of Credit by the Borrower Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Borrower hereby irrevocably authorizes the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters of Credit issued hereunder.

Applications. At any time before the time Termination Date, the Borrower requests each Letter Applicable Issuer shall, subject to all of Credit the terms and conditions hereof, at the request of the Company (which is acting on behalf of the Borrowers pursuant to be issued (Section 1.7 hereof), issue one or prior more Letters of Credit, in a form satisfactory to the first issuance Applicable Issuer, in an aggregate face amount as set forth above, upon the receipt of a Letter of Credit in the case of a continuing application), the Borrower shall execute and deliver to the Agent an application for such the relevant Letter of Credit in the form then customarily prescribed by the Agent (individually an "Application" and collectively Applicable Issuer for the "Applications"). Subject to the other provisions type of this subsection, the obligation of the Borrower to reimburse the Agent for drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application for such Letter of Credit. In the event the Agent is not reimbursed in question, duly executed by the Borrower for the amount the Agent pays on any draft drawn under a whose account such Letter of Credit was issued (each an "Application"). Each Letter of Credit issued hereunder shall (a) be payable, as determined by 11:00 a.m. the Company acting on behalf of the applicable Borrower, in U.S. Dollars or an Alternative Currency and (Chicago timeb) on expire not later than (i) the Termination Date for Letters of Credit issued by Xxxxxx Trust and Savings Bank and (ii) the date when such drawing which is paid, the obligation of the Borrower to reimburse the Agent for the amount of such draft paid shall bear interest (which the Borrower 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% five days prior to the Domestic Rate as from time to time in effectTermination Date for Letters of Credit issued by an Applicable Issuer other than Xxxxxx Trust and Savings Bank. Anything Notwithstanding anything contained in the Applications any Application to the contrary notwithstandingcontrary, (i) the Borrower shall applicable Borrower's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 3 3.3 hereof, (ii) except as otherwise provided in Section 3.5 hereof, prior to the occurrence existence of a Default or an Event of Default Default, the Agent will not call for additional collateral security for the obligations of the Borrower under the Applications, and (iii) prior to the occurrence of a Default or an Event of Default the Agent Applicable Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit, 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 Applicable Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Applicable Issuer for the amount of such drawing shall bear interest (which the relevant Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Applicable Margin for Eurodollar Loans from time to time in effect. The Issuers will promptly notify the Agent of each request for a Letter of Credit and of issuance of a Letter of Credit. If an Issuer issues any Letters of Credit with expiration dates that are automatically extended unless such Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the Commitments have been terminated, or (iii) an Event of Default exists and the Required Lenders have given the Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit. Without limiting the generality of the foregoing, each Issuer's obligation to issue, amend or extend the expiration date of a Letter of Credit by is subject to the Borrower prior to being presented with a draft drawn thereunder (orconditions of Section 6, in the event other terms of this Section 1.3 and the draft is a time draftother provisions of this Agreement and such Issuer will not issue, prior to its due date). The Borrower hereby irrevocably authorizes amend or extend the Agent to charge the Borrower's principal operating account (or in the event amounts therein are insufficient, then expiration date of any other deposit account of the Borrower) maintained with the Agent for the amount necessary to reimburse the Agent for any drafts drawn under Letters Letter of Credit issued hereunderif any Lender notifies such Issuer of any failure to satisfy or otherwise comply with such conditions, terms and other provisions and directs the Issuer not to take such action.