Common use of Availability Clause in Contracts

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $25,000, not later than five (5) Business Days in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) prior expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the Ancillary Commencement terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of the Ancillary Facility; that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree conditions of this Agreement and except as otherwise provided in this Agreementreliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility but shall not be made available unlessrequired to determine that, not later than five or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (5) Business Days (or such shorter period as i), amounts of Swing Loans repaid may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: re-borrowed under this clause (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for For the avoidance of doubt, under this Clause 7.3)Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. In such Immediately upon the making of a caseSwing Loan, the provisions of this Agreement with regard to amendments each Revolving Lender shall be deemed to, and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availablehereby irrevocably and unconditionally agrees to, with effect purchase from the date agreed by Swingline Lender a risk participation in such Swing Loan in an amount equal to the Company and product of such Revolving Lender’s Commitment Percentage times the Ancillary Lenderamount of such Swing Loan.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior Subject to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility terms and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions conditions of this Agreement with regard and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender shall make Loans denominated in Dollars (each, a “Swing Loan”) available to amendments and waivers will apply. the Borrowers under the Revolving Loan Commitments from time to time on any Business Day after the Closing Date through the Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (cx) Subject to compliance with paragraph (b) above: the extent that after giving effect to such Swing Loan, the sum of (i) the aggregate principal amount of all Revolving Loans made by such Swingline Lender concerned will become an Ancillary (in its capacity as a Revolving Lender; and ), (ii) such Swingline Lender’s Letter of Credit Exposure (in its capacity as a Revolving Lender) and (iii) such Swingline Lender’s Swingline Exposure would exceed the Ancillary Facility will be available, with effect Swingline Lender’s Revolving Loan Commitment and (y) during the period commencing on the first Business Day after it receives notice from the date agreed Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan or a Daily Simple SOFR Loan, as determined by the Company applicable Borrower, and must be repaid as provided herein, but in any event must be repaid in full on the Ancillary Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be reborrowed under this clause (i). Immediately upon the making of a Swing Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions hereof, each applicable Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 6.2 are not satisfied or (C) the proposed type beneficiary of Ancillary Facility such Letter of Credit is a Sanctioned Person. References herein to be provided; (D) “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount context otherwise requires. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue performance standby letters of credit and, at the sole discretion of the Issuing Lender, financial standby letters of credit (the “Letters of Credit”) for the account of the Borrower (or, in the case of the Existing Letters of Credit, for the account of Fossil Partners) on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of Credit issued and outstanding hereunder. The L/C Commitment shall automatically terminate concurrently with the termination of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyRevolving Credit Commitment. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Bank shall have no obligation to issue such Letter of Credit if after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 or such other amount agreed to by the Administrative Agent and the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, in each case, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; , (CB) the proposed type of Ancillary Facility to be provided; , (DC) the proposed Ancillary Lender; , (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and , (FE) the proposed currency of the Ancillary Facility (if not denominated in Euro or U.S. Dollars) and (F) the Base Currency); and (ii) Revolving Commitments to which such Ancillary Facility relates, and the Borrower Representative shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3Section 2.24). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the account of the Borrowers or any Subsidiary thereof (including Fortegra Indemnity) on any Business Day from the Restatement Effective Date through but not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment Amount. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five (5) the fifth Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Agent Letter of Credit Application or as determined by the Issuing Lender. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received from written notice that an Event of Default has occurred and is continuing at the Company: (i) a notice in writing of time the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility Issuing Lender must elect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless allow such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 (other than Existing Letters of Credit or as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received laws of the State of New York. Notwithstanding the foregoing, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the Company: (idate of issuance thereof) a notice in writing reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the establishment aggregate amount available to be drawn under such Letters of an Ancillary Facility Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Borrower agrees so to Cash Collateralize such Letters of a Borrower) which may use Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of receipt of such Cash Collateral by the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary applicable Issuing Lender; (E) the proposed Ancillary Commitment, the maximum amount Administrative Agent and the Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary FacilityCredit issued and outstanding hereunder. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would violate, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in this Article III, agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that the Issuing Lenders shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place Dollar Equivalent of all or part of that Lender’s unutilised Commitment (which shall (except for L/C Obligations would exceed the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). L/C Commitment, (b) An Ancillary Facility shall not be made available unlessthe Revolving Outstandings would exceed the Revolving Commitment, not later than five (5c) Business Days the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies would exceed $5,000,000 (or such shorter period greater amount as may be agreed to by the Agentapplicable Issuing Lender), or (d) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed such Issuing Lender’s Individual L/C Sub-Commitment. Each Letter of Credit shall (i) be denominated in Dollars or an Alternative Currency in a minimum amount of $10,000, (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) except in accordance with Section 3.1(b) have an expiry on or before the fifth (5th) Business Day prior to the Ancillary Commencement Scheduled Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant with respect to such Letter of Credit to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Effective Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment or (b) the L/C Obligations would exceed the L/C Sublimit. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in Section 4.02 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, documentary or other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit”) for the account of the Borrower or any other Loan Party on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Aggregate Commitments. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iv) be subject to ISP98 as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 5.2 are not satisfied, (C) the proposed type issuance of Ancillary Facility such Letter of Credit would violate one or more policies of the Issuing Lender applicable to be provided; letters of credit generally or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount beneficiary of the Ancillary Facility, and, if the Ancillary Facility such Letter of Credit is an overdraft facility comprising more than one account its maximum gross amount (that amount being the a Sanctioned Person. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If During the Company and a Lender agree and except as otherwise provided in this AgreementInitial Period, the Lender may provide an Ancillary Facility on a bilateral basis in place Aggregate Outstandings shall not at any time exceed the lesser of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders Initial Borrowing Base and the Super Majority Lenders Aggregate Commitment and shall be subject to prepayment in accordance with subsection 2.6(b), and no Loan shall be made, and no Facility L/C shall be issued or amended if after giving effect to the incurrence of Clause 39.4 (Replacement such Loan or the issuance or amendment of Lender)) be reduced by such Facility L/C, the amount Aggregate Outstandings would exceed the lesser of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility Initial Borrowing Base and the Aggregate Commitment. After the end of the Initial Period and during the Second Period, the Aggregate Outstandings shall not at any time exceed the lesser of the Second Borrowing Base and the Aggregate Commitment and shall be subject to prepayment in accordance with subsection 2.6(b), and no Loan shall be made available unless, not later than five (5) Business Days (and no Facility L/C shall be issued or such shorter period as may be agreed by the Agent) prior amended if after giving effect to the Ancillary Commencement Date for an Ancillary Facilityincurrence of such Loan or the issuance or amendment of such Facility L/C, the Agent has received from Aggregate Outstandings would exceed the Company: (i) a notice in writing lesser of the establishment of an Ancillary Facility Second Borrowing Base and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use Aggregate Commitment. After the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date end of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentSecond Period, the maximum amount Aggregate Outstandings shall not at any time exceed the lesser of the Ancillary FacilitySecured Borrowing Base and the Aggregate Commitment and shall be subject to prepayment in accordance with subsection 2.6(b), andand no Loan shall be made and no Facility L/C shall be issued or amended if after giving effect to the incurrence of such Loan or the issuance or amendment of such Facility L/C, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being Aggregate Outstandings would exceed the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency lesser of the Ancillary Facility (if not denominated in the Secured Borrowing Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyAggregate Commitment. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (ai) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, each Lender hereby severally and not jointly agrees to make revolving loans, in Dollars or an Alternative Currency (each individually, a "Revolving Loan" and, collectively, the Lender may provide "Revolving Loans") to the Borrowers, collectively, from time to time during the period from the Effective Date to the Business Day next preceding the Revolving Credit Termination Date, in an Ancillary Facility on a bilateral basis amount not to exceed such Lender's Pro Rata Share of the Revolving Credit Availability in place of all the applicable currency at such time. If such Revolving Loans are made in one or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by more Alternative Currencies, the amount thereof, when aggregated with all other Revolving Credit Obligations denominated in Alternative Currencies, shall not exceed the equivalent of the Ancillary Commitment under that Ancillary Facility)Multicurrency Sublimit. (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which All Revolving Loans comprising the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Loan hereunder nor shall the Revolving Credit Commitment of any Lender be increased or decreased as a result of any such failure. (including, for the avoidance of doubt, under this Clause 7.3). In such a case, iii) Subject to the provisions of this Agreement with regard Agreement, the Borrower obligated therefor may repay any outstanding Revolving Loan made to amendments it on any day which is a Business Day and waivers will applyany amounts so repaid may be reborrowed, up to the amount available under this Section 2.01(b) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. (civ) Subject to compliance with paragraph (b) above: Each requested respective Borrowing of Revolving Loans funded on any Funding Date shall consist of Loans made in the same currency and shall be (i) the Lender concerned will become an Ancillary Lender; and if Base Rate Loans, in a principal amount of at least $250,000 and in integral multiples of $250,000 in excess of that amount and (ii) if Eurocurrency Rate Loans, in a principal amount of at least $1,000,000 (or the Ancillary Facility will be available, with effect from equivalent thereof in any Alternative Currency) and in integral multiples of $250,000 (or the date agreed by the Company and the Ancillary Lenderequivalent thereof in any Alternative Currency) in excess of that amount.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of the Ancillary Facility; that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount context otherwise requires. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If From and including the Company Closing Date and a Lender agree subject to the terms and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in ‎Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to ‎Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such I▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to Citibank and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in ‎Section 4.03 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) each Lender hereby severally and not jointly agrees to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Ancillary Facility; (C) Alternative Currency relating to the proposed type of Ancillary Facility applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to be provided; (D) exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,500,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), each Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the US Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender in its reasonable discretion; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $25,000 or Canadian Dollars in a minimum amount of C$25,000 (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent) prior to the Ancillary Commencement Date for an Ancillary Facility), the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders be a standby letter of credit issued to support obligations of the establishment US Borrower or any of an Ancillary Facility. No amendment its Subsidiaries, contingent or waiver otherwise, incurred in the ordinary course of business, (iii) expire on a term of any Ancillary Facility shall require the consent of any Finance Party other date no more than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement twelve (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c12) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from months after the date agreed by of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the Company and terms of the Ancillary Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender.), which date shall be no 50788495_7

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the U.S. Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that the applicable Issuing Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). Sublimit (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in a Permitted Currency in a minimum amount to be agreed to by such Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the U.S. Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to such Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Maturity Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by such Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. Notwithstanding anything herein to the contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: any Person (i) a notice to fund any activity or business of or with any Sanctioned Person, or in writing any country or territory that, at the time of such funding, is the establishment subject of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (any Sanctions Laws or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) in any other information which the Agent may reasonably request manner that would result in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term violation of any Ancillary Facility shall require the consent of Sanctions Laws by any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates party to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyAgreement. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by including the amount limitations set forth in Paragraph 2.05), Issuing Bank agrees to issue on behalf of Borrowers from time to time during the Ancillary Commitment under period beginning on the Closing Date and ending on the date that Ancillary Facility). is thirty (b30) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) days prior to the Ancillary Commencement Maturity Date for an Ancillary Facilitysuch Letters of Credit as any Borrower may request under this Subparagraph 2.01(b); provided, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifyinghowever, as follows: (A) The aggregate amount available for drawing under all Letters of Credit at any time outstanding shall not exceed the proposed Borrower(slesser of (i) the Total Commitment and (ii) the Dollar amount or Affiliates(sDollar Equivalent (as applicable) of a Borrower) which may use the Ancillary FacilityOne Hundred Twenty-Five Million Dollars ($125,000,000); (B) the proposed Ancillary Commencement Date and expiry date Each Letter of the Ancillary FacilityCredit shall be an irrevocable standby letter of credit or documentary letter of credit in Dollars or an Alternative Currency; (C) Each Letter of Credit shall expire on or prior to the proposed type date that is one year after the date of Ancillary Facility its issuance; provided, however, that in no event shall any Letter of Credit expire later than the date that is thirty (30) days prior to be providedthe Maturity Date); (D) the proposed Ancillary Lender;Each Letter of Credit shall be in a form reasonably acceptable to Issuing Bank; and (E) The issuing bank shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purports to enjoin or restrain the proposed Ancillary CommitmentIssuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the maximum issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Except as otherwise provided herein, Borrowers may request Letters of Credit, cause or allow Letters of Credit to expire and request additional Letters of Credit until the date that is thirty (30) days prior to the Maturity Date. The amount of a Letter of Credit at any time shall be deemed to be the Ancillary Facilitystated amount of such Letter of Credit in effect at such time; provided, andhowever, if the Ancillary Facility is an overdraft facility comprising that with respect to any Letter of Credit that, by its terms, provides for one or more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated automatic increases in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a casestated amount thereof, the provisions amount of this Agreement with regard such Letter of Credit shall be deemed to amendments and waivers will applybe the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000, not later than five (5) Business Days (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Effective Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date; provided, further, that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) the proposed type conditions set forth in Section 4.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentCredit shall also include extensions, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that the applicable Issuing Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). Sublimit or (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in a Permitted Currency in a minimum amount to be agreed to by such Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than 12 months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to such Issuing Lender), which date shall be no later than the fifth Business Day prior to the Revolving Maturity Date and (v) unless otherwise agreed upon, be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by such Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. Notwithstanding anything herein to the contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available unlessto any Person to fund any activity or business of or with any Sanctioned Person or in any country or territory that, not later than five (5) Business Days (or at the time of such shorter period as may be agreed by funding, is the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term subject of any Ancillary Facility shall require the consent Sanctions in any manner that would result in a violation of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates Sanctions by any party to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyAgreement. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.1(c), agrees to issue standby letters of credit (such letters of credit, collectively with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Parent Borrower on any Business Day from the Original Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue such Letter of Credit if after giving effect to such issuance (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 or such other amount agreed to by the Administrative Agent and the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the Letter of Credit Expiration Date and (5iv) Business Days (be subject to the Uniform Customs and/or ISP, as set forth in the Letter of Credit Application or such shorter period as may be agreed determined by the Agent) prior Issuing Lender and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from laws of the Company:State of New York. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. (i) a notice in writing The Issuing Lender shall not issue any Letter of the establishment of an Ancillary Facility and specifyingCredit if: (A) Subject to Section 3.1(c)(iii), the proposed Borrower(sexpiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the Issuing Lender have approved such expiry date or Affiliates(s(y) such Letter of a BorrowerCredit is cash collateralized on terms and pursuant to arrangements satisfactory to the Issuing Lender. (ii) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which may use the Ancillary FacilityIssuing Lender is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary FacilityLetter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the proposed type Administrative Agent and the Issuing Lender, the Letter of Ancillary Facility to be providedCredit is in an initial stated amount less than $100,000; (D) the proposed Ancillary LenderLetter of Credit is to be denominated in a currency other than Dollars; (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Parent Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.14(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed Ancillary Commitmentto be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account as it may elect in its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)sole discretion; andor (F) the proposed currency Letter of Credit contains any provisions for automatic reinstatement of the Ancillary Facility (if not denominated in the Base Currency); andstated amount after any drawing thereunder. (iiiii) The Issuing Lender shall not amend any other information which Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (v) The Issuing Lender shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent may reasonably request in Article XIII with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Loan Documents pertaining to such Letters of Credit as fully as if the Ancillary Facility. The Agent shall promptly notify term “Administrative Agent” as used in Article XIII included the Ancillary Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Issuing Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the each Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders hereby severally and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: jointly agrees (i) to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment, to make Eurodollar Rate Loans to the Borrower or the applicable Qualified Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto or substitute service selected by the Ancillary Facility; Administrative Agent) reports a Base Eurocurrency Rate (Cor AUD Bank ▇▇▇▇ Reference Rate, for Eurodollar Rate Loans denominated in Australian Dollars, or CDOR Rate, for Eurodollar Rate Loans denominated in Canadian Dollars) for the proposed type of Ancillary Facility Alternative Currency relating to be provided; (D) the proposed Ancillary applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to exceed such Lender; (E) the proposed Ancillary ’s Alternative Currency Commitment; provided that after giving effect to such Loan, the maximum amount Dollar Equivalent Amount of all Alternative Currency Loans and all Letter of Credit Obligations with respect to Alternative Currency Letters of Credit shall not exceed the Ancillary Facility, and, if Alternative Currency Sublimit. All Committed Loans comprising the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,500,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. Upon the satisfaction (aor waiver in accordance with Paragraph 8.04) If of the Company and a Lender agree and except as otherwise provided conditions specified in this AgreementParagraph 3.01 on the Effective Date, each Existing Letter of Credit will automatically, without any action on the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except any Person, be deemed to be a Letter of Credit issued hereunder for the account of Borrower for all purposes of determining the Majority Lenders this Agreement and the Super Majority Lenders other Credit Documents. In addition, subject to the terms and conditions of Clause 39.4 this Agreement (Replacement of Lender)) be reduced by including the amount limitations set forth in Paragraph 2.05), Issuing Bank agrees to issue on behalf of Borrower from time to time during the Ancillary Commitment under period beginning on the Closing Date and ending on the date that Ancillary Facility). is thirty (b30) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) days prior to the Ancillary Commencement Maturity Date for an Ancillary Facilitysuch Letters of Credit as Borrower may request under this Subparagraph 2.01(b); provided, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifyinghowever, as follows: (A) The aggregate amount available for drawing under all Letters of Credit at any time outstanding shall not exceed the proposed Borrower(slesser of (i) the Total Commitment and (or Affiliates(sii) of a Borrower) which may use the Ancillary FacilityOne Hundred Twenty-Five Million Dollars ($125,000,000); (B) the proposed Ancillary Commencement Date and expiry date Each Letter of the Ancillary FacilityCredit shall be an irrevocable standby letter of credit or documentary letter of credit in Dollars; (C) Each Letter of Credit shall expire on or prior to the proposed type date that is one year after the date of Ancillary Facility its issuance; provided, however, that in no event shall any Letter of Credit expire later than the date that is thirty (30) days prior to be providedthe Maturity Date); (D) the proposed Ancillary Lender;Each Letter of Credit shall be in a form reasonably acceptable to Issuing Bank; and (E) The issuing bank shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purports to enjoin or restrain the proposed Ancillary CommitmentIssuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the maximum issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Except as otherwise provided herein, Borrower may request Letters of Credit, cause or allow Letters of Credit to expire and request additional Letters of Credit until the date that is thirty (30) days prior to the Maturity Date. The amount of a Letter of Credit at any time shall be deemed to be the Ancillary Facilitystated amount of such Letter of Credit in effect at such time; provided, andhowever, if the Ancillary Facility is an overdraft facility comprising that with respect to any Letter of Credit that, by its terms, provides for one or more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated automatic increases in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a casestated amount thereof, the provisions amount of this Agreement with regard such Letter of Credit shall be deemed to amendments and waivers will applybe the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (which standby letters of credit, together with the Existing Letters of Credit, constitute Letters of Credit) for the account of the Borrower or any other Credit Party on any Business Day from the Closing Date through but not including the twenty-fifth (25th) day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the twenty-fifth (525th) Business Days (or such shorter period as may be agreed by the Agent) day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Alternative Currency Lender may provide an Ancillary Facility on a bilateral basis agrees to make Alternative Currency Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Termination Date as requested by the Borrower in place accordance with the terms of Section 2.4; provided, that, based upon the Dollar Amount of all or part of that Lender’s unutilised Commitment (which shall (except for outstanding Loans and L/C Obligations, the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the aggregate principal amount of the Ancillary Commitment under that Ancillary Facility). all outstanding Alternative Currency Loans (bafter giving effect to any amount requested) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: lesser of (i) a notice in writing the Aggregate Commitment less the sum of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum aggregate principal amount of all outstanding Revolving Credit Loans less the Ancillary Facilitysum of all outstanding Swingline Loans and L/C Obligations, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information the Alternative Currency Commitment; provided further that the Alternative Currency Lender will not make an Alternative Currency Loan from and after the date which is one (1) day after it has received written notice from the Administrative Agent may reasonably (upon the request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment Required Lenders) that one or more of an Ancillary Facility. No amendment the applicable conditions to Extensions of Credit specified in Section 5.3 is not then satisfied until such conditions are satisfied or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, waived in accordance with the provisions of this Agreement with regard (and the Alternative Currency Lender shall be entitled to amendments conclusively rely on any such notice and waivers will apply. (c) shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). Alternative Currency Loans shall be funded in an amount equal to the Alternative Currency Amount of such Alternative Currency Loan. Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) terms and conditions hereof, the Ancillary Facility will be availableBorrower may borrow, with effect from repay and reborrow Alternative Currency Loans hereunder until the date agreed by the Company and the Ancillary LenderRevolving Credit Termination Date.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrowers on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the lesser of the Revolving Credit Commitment or the Borrowing Base. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000, not later than five (5) Business Days (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility Texas. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use context otherwise requires. The L/C Commitment shall automatically terminate concurrently with the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date termination of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Revolving Credit Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.8, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (B) the proposed Ancillary Commencement Date conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and expiry date derivations thereof with respect to Letters of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the account of the Borrowers or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment Amount. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five (5) the fifth Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Agent Letter of Credit Application or as determined by the Issuing Lender. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received from written notice that an Event of Default has occurred and is continuing at the Company: (i) a notice in writing of time the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility Issuing Lender must elect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless allow such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree conditions hereof, each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit and except as otherwise provided commercial Letters of Credit in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes account of determining Borrower or, subject to Section 3.10, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Majority Lenders and Closing Date through but not including the Super Majority Lenders and of Clause 39.4 fifth (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (55th) Business Days (or Day prior to the Maturity Date in such shorter period form as may be agreed approved from time to time by the Agent) prior applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to the Ancillary Commencement Date for an Ancillary Facilitysuch issuance, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and L/C Obligations would exceed the L/C Sublimit or (ii) the Ancillary Facility will Revolving Credit Outstandings would exceed the Commitment. Each Letter of Credit shall (i) be availabledenominated in Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the ISP98 or, with effect from respect to commercial letters of credit UCP 600, as applicable, as set forth in the date agreed Letter of Credit Application or as determined by the Company applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (ii) the Ancillary Lenderconditions set forth in Section 6.2 are not satisfied, or (iii) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Alternative Currency Lender may provide an Ancillary Facility on a bilateral basis agrees to make Alternative Currency Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Termination Date as requested by the Borrower in place accordance with the terms of Section 2.4; provided, that, based upon the Dollar Amount of all or part outstanding Loans and L/C Obligations, immediately after the making of that Lender’s unutilised Commitment (which shall (except for any such Alternative Currency Loans, the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the aggregate principal amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility all outstanding Alternative Currency Loans shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: lesser of (i) a notice in writing of the establishment of an Ancillary Facility Alternative Currency Commitment and specifying: (ii) the amount that is (A) the proposed Borrower(slesser of (x) the Borrowing Base and (or Affiliates(sy) of a Borrower) which may use the Ancillary Facility; Aggregate Commitments, less (B) the proposed Ancillary Commencement Date and expiry date sum of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum aggregate principal amount of all outstanding Revolving Credit Loans and all outstanding Swingline Loans and L/C Obligations; provided further that the Ancillary Facility, and, if Alternative Currency Lender will not make an Alternative Currency Loan from and after the Ancillary Facility date which is an overdraft facility comprising more than one account its maximum gross amount (that amount being 1) day after it has received written notice from the “Designated Gross Amount”) and its maximum net amount Administrative Agent (that amount being upon the “Designated Net Amount”); and (F) the proposed currency request of the Ancillary Facility (if not denominated in the Base Currency); and (iiRequired Lenders) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders that one or more of the establishment applicable conditions to Extensions of an Ancillary Facility. No amendment Credit specified in Section 5.3 is not then satisfied until such conditions are satisfied or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, waived in accordance with the provisions of this Agreement with regard (and the Alternative Currency Lender shall be entitled to amendments conclusively rely on any such notice and waivers will apply. (c) shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). Alternative Currency Loans shall be funded in an amount equal to the Alternative Currency Amount of such Alternative Currency Loan. Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) terms and conditions hereof, the Ancillary Facility will be availableBorrower may borrow, with effect from repay and reborrow Alternative Currency Loans hereunder until the date agreed by the Company and the Ancillary LenderRevolving Credit Termination Date.”

Availability. (a) If Subject to the Company terms and a Lender agree conditions of this Agreement and except as otherwise provided the other Loan Documents, and in reliance upon the representations and warranties set forth in this AgreementAgreement and the other Loan Documents, the Swingline Lender may provide an Ancillary Facility on a bilateral basis may, in place its sole discretion, make Swingline Loans in Dollars to Borrower from time to time from the Closing Date to, but not including, the Maturity Date; provided, that (i) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Commitment and (ii) the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Swingline Loans (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)after giving effect to any amount requested) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:Swingline Commitment. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Lender to make, and each Lender hereby agrees to make, a notice Revolving Credit Loan as a Base Rate Loan in writing an amount equal to such Lender’s Commitment Percentage of the establishment aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan. (ii) Borrower shall pay to the Swingline Lender in accordance with Section 2.4(a), and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, ▇▇▇▇▇▇▇▇ hereby irrevocably authorizes the Administrative Agent to charge any account maintained by Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Commitment Percentages. (iii) If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to Section 2.2(a)(i), each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(a)(i), purchase for cash an Ancillary Facility undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such ▇▇▇▇▇▇’s Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such ▇▇▇▇▇▇’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such ▇▇▇▇▇▇’s participating interest was outstanding and specifying:funded and, in the case of principal and interest 210663207 payments, to reflect such ▇▇▇▇▇▇’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(a)(i) and to purchase participating interests pursuant to Section 2.2(a)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or Borrower may have against the proposed Borrower(s) (Swingline Lender, Borrower or Affiliates(s) of a Borrower) which may use the Ancillary Facility; any other Person for any reason whatsoever, (B) the proposed Ancillary Commencement Date and expiry date occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the Ancillary Facility; other conditions specified in Article VI, (C) any adverse change in the proposed type condition (financial or otherwise) of Ancillary Facility to be provided; Borrower, (D) the proposed Ancillary Lender; any breach of this Agreement or any other Loan Document by Borrower, any other Credit Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the proposed Ancillary Commitmentforegoing. (v) If any Lender fails to make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2(a) by the time specified in Section 2.2(a)(i) or 2.2(a)(iii), as applicable, the maximum Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Ancillary FacilityFederal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, andplus any administrative, if processing or similar fees customarily charged by the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request Swingline Lender in connection with the Ancillary Facilityforegoing. The Agent If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall promptly notify constitute such Lender’s Revolving Credit Loan or Swingline Participation Amount, as the Ancillary Lender and the other Lenders case may be. A certificate of the establishment of an Ancillary Facility. No amendment or waiver of a term of Swingline Lender submitted to any Ancillary Facility shall require Lender (through the consent of Administrative Agent) with respect to any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or amounts owing under this Agreement clause (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyv) shall be conclusive absent manifest error. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4, agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessa standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, not contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility Illinois. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower (which may support the obligations of any Subsidiary of the Borrower) on any Business Day from the Closing Date to, but not including, the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 5.2 are not satisfied, or (C) the proposed type beneficiary of Ancillary Facility such Letter of Credit is a Sanctioned Person. References herein to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.derivations

Availability. 3.1 Facility A Facility A is a refinancing facilityto be used by ▇▇▇▇▇▇▇▇▇▇▇▇ to refinance the amounts outstanding under the Mortgage Loan Documentation. Upon fulfilment of the initial conditions precedent according to Clause 6.1, the amounts outstanding under the utilizationsof the Mortgage Loan Documentation (ai.e., CHF 2,550,000) If shall be converted into a Facility A Loan with an initial outstanding amount of CHF 2,550,000 and shall be subject to the Company terms of this Agreement and of Facility A. Accumulated interest which is outstanding under the Mortgage Loan Documentation atsuch point in time shall be payable as of the next Interest Payment Date. After the Final Maturity DateA, ▇▇▇▇▇▇▇▇▇▇▇▇ and the Lender may mutually agree (but with no obligation of the Lender) on one or more new credit products within the then available amount of Facility A,subject to the conditions set forth in the Mortgage Loan Documentation and subject to an extension of the Final Maturity Date A. 3.2 Facility B Facility B is a revolving working capital facility of up to CHF 18,000,000to be used by the Borrowers in accordance with Clause 4 hereafter. Within the amount of CHF 18,000,000, the Lender makes available the Facility B to the Borrowers in accordance with the Individual Utilization Limit as stated in the Limit Delegation attached hereto as Schedule A, provided that the aggregate amount of all Individual Utilization Limits shall not exceed an aggregate principal amount equal to CHF 18,000,000 (to the extent not reduced or cancelled). The Lender and Hardinge Holdings may at any time agree on a new Limit Delegation substantially in the form as attached hereto as Schedule A, setting forth new Individual Utilization Limits, which shall replace the Limit Delegation being in place at such point in time. In case of discrepancies between the Limit Delegation and except as otherwise provided in this Agreement, this Agreement shall prevail. Subject to the terms of this Agreement, the Lender may provide an Ancillary will make Facility on a bilateral basis B available to theBorrowers: (a) in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by form offixed term advances subject to rollover, each in the amount of no less thanCHF 200,000 or, if more, integral multiples of CHF 100,000, with interest periods of 1, 2, 3 or 6, full months or anyother interest period agreed with the Ancillary Commitment under Lender, provided that Ancillary Facility).no interest period shall extend beyond the Final Maturity Date B. Whenever operationally possible, such fixed term advances shallonly be used by the Borrowers other than Hardinge Holdings; (b) An Ancillary Facility in the form ofcurrent account overdrafts, provided that any such current account overdraft shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed fully repaid by the Agent) prior to relevant Borrower as per the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary FacilityFinal Maturity DateB; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject in the form of(standby) letters of credit and (standby) letters of guarantee(including payment guarantees (other than payment guarantees to compliance secure Financial Indebtedness), advance payment guarantees, bid bonds, performance bonds or guarantees for warranty) (each such instrument a “Credit Instrument”) to be issued by and in a form acceptable to the Lender, provided that each Credit Instrument shall have a maturity of a maximum of 24 months from the date of ▇▇▇▇▇.▇▇ of the Final Maturity Date B, any outstanding Credit Instrument that cannot be cancelled with paragraph immediate effect must be secured by the relevant Borrower by cash collateral in accordance with Clause 13; or (d) to cover the margin requirements for over-the-counter (OTC) derivative transactions (each a”Derivative Transaction”) entered intobetweena Borrower and the Lender. The amount of the utilization in the case of Derivative Transactions corresponds tothe margin requirements of the Derivative Transactions, as determined by the Lender(or, if any actual amount is due by a Borrower as a result of the termination or close out of Derivative Transactions, that amount) (the “Derivative Amount”).As of the Final Maturity Date B, theoutstanding Derivative Transaction that cannot be cancelled with immediate effect must be secured by the relevant Borrower by cash collateral in accordance with Clause 13. The aggregate available amount outstanding under all utilizations under (a) as fixed term advances and under (b) above: as account overdrafts shallbe CHF 8,000,000 or the equivalent in the respective Optional Currency. Facility B can be utilised by the Borrowers in CHF as well as in the Optional Currencies. The Lender reserves the right to refuse individual transactions relating to Credit Instruments if it is of the reasonable opinion that it is not in a position to issue the requested Instrument (ia) due to applicable law or regulation, court or administrative order or due to the applicable law subject to which the Credit Instrument would be issued; (b) because the Credit Instrument would be issued in favor of Restricted Persons or beneficiaries and/or recipients located, domiciled and/or resident in a Restricted Country or (c) for reputational or business policy reasons, with no obligation of the Lender concerned will become to specify such reputational or business policy reasons. The Borrowers are obligedat all times to immediately repay any amounts outstanding (subject to Breakage Costs) under Facility B that exceed any available amount under Facility B, including the Individual Utilization Limits. However, if such amounts are exceeded due to currency fluctuations or due to an Ancillary Lender; and increase of the Derivative Amounts, the Borrowers are only obliged to repay any amounts outstanding (iisubject to Breakage Costs) under Facility B that exceed any available amount under Facility B(including the Ancillary Individual Utilization Limits)by more than 5%.In any case, if there are Credit Instruments and Derivative Transactions outstanding under Facility will B, the Borrowers shall first repay the amounts drawn under (a) as fixed term advances and/or under (b) as account overdrafts and then secure the remaining amount to be availablerepaid, if any,by cash collateral in accordance with effect from the date agreed by the Company and the Ancillary LenderClause 13.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) each Lender hereby severally and not jointly agrees to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Ancillary Facility; (C) Alternative Currency relating to the proposed type of Ancillary Facility applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to be provided; (D) exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,500,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 3.04(a), agrees to issue standby Letters of Credit providing for the payment of cash upon the honoring of a payment thereunder, in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to but not including the thirtieth (30th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of the Ancillary Facility; that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 6.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentCredit shall also include extensions, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (athe “Letters of Credit”) If for the Company and a Lender agree and except as otherwise provided in this Agreement, account of the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment Borrower (which shall (except but for the purposes of determining the Majority Lenders and Borrower or any Subsidiary thereof), on any Business Day from the Super Majority Lenders and Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Clause 39.4 Credit if, after giving effect to such issuance, (Replacement i) the Dollar Equivalent of L/C Obligations would exceed the L/C Commitment, (ii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment; or (iv) if such Letter of Credit is to be denominated in an Alternative Currency, the Dollar Equivalent of L/C Obligations with respect to all Letters of Credit denominated in Alternative Currencies would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $500,000 or the Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be reduced a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the amount applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the Ancillary Commitment under State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law or if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that Ancillary Facilityhas automatic extension provisions (each, an “Auto-Extension Letter of Credit”). ; provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (bcommencing with the date of issuance of such Letter of Credit) An Ancillary Facility by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be made available unlessrequired to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days (or the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: extension if (A) the proposed Borrower(sIssuing 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, or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) it has received notice (which may be by telephone or in writing) on or before the proposed Ancillary Commencement day that is seven Business Days before the Non-Extension Notice Date and expiry 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 Ancillary Facility; (C) applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the proposed type of Ancillary Facility Issuing Lender not to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless permit such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may agreed to by the Issuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal or extension of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Documents or other documentation reasonably acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iv) unless otherwise expressly agreed by the Agent) prior Issuing Lender and the Borrower when a Letter of Credit is issued by it, be subject to the Ancillary Commencement Date for an Ancillary FacilityISP, as set forth in the Letter of Credit Documents or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Amendment Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of a Borrower) which may use the Ancillary Facility; Second Amendment Effective Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 6.2 are not satisfied, (C) the proposed type issuance of Ancillary Facility such Letter of Credit would violate one or more policies of the Issuing Lender applicable to be provided; letters of credit generally, (D) the proposed Ancillary Lender; proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility any Lender is an overdraft facility comprising more than one account its maximum gross amount (at that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of time a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such amendment Lender to eliminate the Issuing Lender’s actual or waiver itself relates potential Fronting Exposure (after giving effect to Section 5.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or gives rise that Letter of Credit and all other L/C Obligations as to a matter which would require an amendment the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or under this Agreement (includingmodifications of any outstanding Letters of Credit, for unless the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (athe “Letters of Credit”) If for the Company and a Lender agree and except as otherwise provided in this Agreement, account of the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment Borrower (which shall (except but for the purposes of determining the Majority Lenders and Borrower or any Subsidiary thereof), on any Business Day from the Super Majority Lenders and Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Clause 39.4 Credit if, after giving effect to such issuance, (Replacement i) the L/C Obligations would exceed the L/C Commitment, (ii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be reduced a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the amount applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the Ancillary Commitment under State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law or if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that Ancillary Facilityhas automatic extension provisions (each, an “Auto-Extension Letter of Credit”). ; provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (bcommencing with the date of issuance of such Letter of Credit) An Ancillary Facility by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be made available unlessrequired to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days (or the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: extension if (A) the proposed Borrower(sIssuing 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, or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) it has received notice (which may be by telephone or in writing) on or before the proposed Ancillary Commencement day that is seven Business Days before the Non-Extension Notice Date and expiry 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 Ancillary Facility; (C) applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the proposed type of Ancillary Facility Issuing Lender not to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless permit such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower (which may support the obligations of any Subsidiary of the Parent Borrower) on any Business Day from the Closing Date to, but not including, the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 5.2 are not satisfied, or (C) the proposed type beneficiary of Ancillary Facility such Letter of Credit is a Sanctioned Person. References herein to be provided; (D) “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount context otherwise requires. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Agreement, the Lender may provide an Ancillary Facility Issuing Lender, in reliance on a bilateral basis the agreements of the Revolving Credit Lenders set forth in place Section 3.4(a), agrees to issue standby letters of all or part credit (the “Letters of that Lender’s unutilised Commitment (which shall (except Credit”) for the purposes account of determining the Majority Lenders and Borrower or any Subsidiary thereof on any Business Day from the Super Majority Lenders and of Clause 39.4 Closing Date through but not including the fifth (Replacement of Lender)5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be reduced approved from time to time by the amount Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the Ancillary L/C Obligations would exceed the L/C Commitment under that Ancillary Facility). or (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000, not later than five (5) Business Days (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any 43360385_8 outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $10,000, not later than five (5) Business Days in the case of a commercial Letter of Credit, or $25,000, in the case of a standby Letter of Credit (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (or such later date as the applicable Issuing Lender may reasonably agree) (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) the proposed Borrower(s) (any order, judgment or Affiliates(s) decree of a Borrower) which may use the Ancillary Facility; any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or (B) any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Ancillary Commencement force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable or in effect as of the Closing Date and expiry date of the Ancillary Facility; that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (athe “Letters of Credit”) If for the Company and a Lender agree and except as otherwise provided in this Agreement, account of the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment Borrower (which shall (except but for the purposes of determining the Majority Lenders and Borrower or any Subsidiary thereof), on any Business Day from the Super Majority Lenders and Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Clause 39.4 Credit if, after giving effect to such issuance, (Replacement i) the Dollar Equivalent of L/C Obligations would exceed the L/C Commitment, (ii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment; or (iv) if such Letter of Credit is to be denominated in an Alternative Currency, the Dollar Equivalent of L/C Obligations with respect to all Letters of Credit denominated in Alternative Currencies would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $500,000 or the Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be reduced a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the amount applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the Ancillary Commitment under State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law or if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that Ancillary Facilityhas automatic extension provisions (each, an “Auto-Extension Letter of Credit”). ; provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (bcommencing with the date of issuance of such Letter of Credit) An Ancillary Facility by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be made available unlessrequired to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days (or the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: extension if (A) the proposed Borrower(sIssuing 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, or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) it has received notice (which may be by telephone or in writing) on or before the proposed Ancillary Commencement day that is seven Business Days before the Non-Extension Notice Date and expiry 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 Ancillary Facility; (C) applicable conditions specified in Section 6.3 is not then satisfied, and in each such case directing the proposed type of Ancillary Facility Issuing Lender not to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless permit such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Effective Date to but not be made available unless, not later than including the five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment or (b) the L/C Obligations would exceed the L/C Sublimit. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in Section 4.02 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Bank; provided, that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Agreement or other documentation acceptable to the Issuing Bank), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Agreement or as determined by the Issuing Bank and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) each Lender hereby severally and not jointly agrees to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for the Ancillary Facility; (C) Alternative Currency relating to the proposed type of Ancillary Facility applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to be provided; (D) exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,500,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. Subject to the terms and conditions hereof (including Section 8.18(b)), each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the aggregate amount of the Ancillary Commitment under that Ancillary Facility). outstanding Letters of Credit issued by such Issuing Lender would exceed its L/C Commitment, (b) An Ancillary Facility the L/C Obligations would exceed the L/C Sublimit, or (c) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 (other than Existing Letters of Credit or as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received laws of the State of New York. Notwithstanding the foregoing, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the Company: (idate of issuance thereof) a notice in writing reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the establishment aggregate amount available to be drawn under such Letters of an Ancillary Facility Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Borrower agrees so to Cash Collateralize such Letters of a Borrower) which may use Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of receipt of such Cash Collateral by the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary applicable Issuing Lender; (E) the proposed Ancillary Commitment, the maximum amount Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary FacilityCredit issued and outstanding hereunder. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would violate, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.8, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may agreed to by the Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iii) unless otherwise expressly agreed by the Agent) prior Issuing Lender and the Borrower when a Letter of Credit is issued by it (including any such agreement applicable to an Existing Letter of Credit), be subject to the Ancillary Commencement Date for an Ancillary FacilityISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (B) the proposed Ancillary Commencement Date conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and expiry date derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary FacilityCredit issued and outstanding hereunder. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.119071794_7

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in this Agreementconditions hereof, the Lender may provide an Ancillary Facility Issuing Bank, in reliance on a bilateral basis the agreements of the other Lenders set forth in place Section 3.4(a), agrees to issue standby letters of all or part credit (the “Letters of that Lender’s unutilised Commitment (which shall (except Credit”) for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary Facility). Borrower on any Business Day from the Closing Date through but not including the fifth (b) An Ancillary Facility shall not be made available unless, not later than five (55th) Business Days (or Day prior to the Maturity Date in such shorter period form as may be agreed approved from time to time by the Agent) prior Issuing Bank; provided, that the Issuing Bank shall have no obligation to the Ancillary Commencement Date for an Ancillary Facilityissue any Letter of Credit if, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility after giving effect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentsuch issuance, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and L/C Obligations would exceed the L/C Commitment or (ii) the Ancillary Facility will Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (A) be availabledenominated in Dollars, with effect from (B) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no more than twelve (12) months after the date agreed of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Agreement or other documentation acceptable to the Issuing Bank), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (D) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Agreement or as determined by the Company Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the Ancillary Lenderother Loan Documents, a Letter of Credit issued and outstanding hereunder.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount to be agreed to by such Issuing Lender, (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) be in a form satisfactory to such Issuing Lender, (iv) have an expiration date not later than five the earlier of (5a) the fifth (5th) Business Day prior to the scheduled Maturity Date and (b) the date which is one year from the date of issuance of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to such Issuing Lender); provided that (x) if a Letter of Credit has an expiration date later than the scheduled Maturity Date, then the Borrower shall post cash collateral for such Letter of Credit in accordance with Section 2.4(b)(iii) at least five Business Days prior to the scheduled Maturity Date (or such shorter period later date as shall be determined by Administrative Agent in its sole discretion) and (y) Letters of Credit may be agreed by issued with (or amended to provide) a tenor of greater than one year only with the Agentprior written consent of all of the Lenders and (v) prior be subject to the Ancillary Commencement Date for an Ancillary FacilityUniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by such Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary FacilityNew York. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4, agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Restatement Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentRestatement Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit for the account of the Borrower or, subject to Section 3.8, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the thirtieth (30th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may be agreed to by the Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the applicable Letter of Credit Application or other applicable documentation that is reasonably acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iii) be subject to ISP as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 6.2 are not satisfied or (C) the proposed type beneficiary of Ancillary Facility such Letter of Credit is a Sanctioned Person. References herein to be provided; (D) “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount context otherwise requires. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Effective Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) the proposed type conditions set forth in Section 4.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentCredit shall also include extensions, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) each Lender hereby severally and not jointly agrees to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment, to make Eurodollar Rate Loans to the Borrower or the applicable Qualified Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto or substitute service selected by the Ancillary Facility; Administrative Agent) reports a Base Eurocurrency Rate (Cor AUD Bank ▇▇▇▇ Reference Rate, for Eurodollar Rate Loans denominated in Australian Dollars, or CDOR Rate, for Eurodollar Rate Loans denominated in Canadian Dollars) for the proposed type of Ancillary Facility Alternative Currency relating to be provided; (D) the proposed Ancillary applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to exceed such Lender; (E) the proposed Ancillary ’s Alternative Currency Commitment; provided that after giving effect to such Loan, the maximum amount Dollar Equivalent Amount of all Alternative Currency Loans and all Letter of Credit Obligations with respect to Alternative Currency Letters of Credit shall not exceed the Ancillary Facility, and, if Alternative Currency Sublimit. All Committed Loans comprising the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,500,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Loan Agreement, the Lender may provide hereby agrees to make to the Borrower or to any other Person described on Schedule 2.01 hereof as directed by the Borrower pursuant to this Loan Agreement, from time to time during the period from the Closing Date to the Business Day next preceding the Revolving Credit Termination Date, revolving credit loans (hereinafter each individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans"), in an Ancillary Facility on a bilateral basis amount which shall not exceed, in place the aggregate at any time outstanding, the Revolving Credit Loan Sublimit; provided, however, at no time shall the aggregate principal amount of all Revolving Credit Loans outstanding at any time exceed the Maximum Amount of Revolving Credit Loans at such time. The Revolving Credit Loans shall be evidenced by the Revolving Credit Note. The Lender is hereby authorized to record the date and amount of each Revolving Credit Loan made by the Lender, the date and amount of each payment or prepayment of principal thereof either (1) on the Schedule "A" annexed to and constituting a part of that the Revolving Credit Note or (2) by entering such information into the Lender’s unutilised Commitment (which 's automated loan tracking system, and any such recordation shall (except for constitute prima facie evidence of the purposes accuracy of determining the Majority Lenders and information so recorded; provided, however, the Super Majority Lenders and failure to make such notation(s) with respect to any Borrowing shall not limit or otherwise affect the obligation of Clause 39.4 (Replacement the Borrower to the Lender under this Loan Agreement or the Revolving Credit Note. If the outstanding amount of Lender)) be reduced by the Revolving Credit Loans shall exceed the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility Revolving Credit Loan Sublimit at any time, such excess shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior immediately payable to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in this Agreementconditions hereof, the Lender may provide an Ancillary Facility Issuing Lender, in reliance on a bilateral basis the agreements of the other Lenders set forth in place Section 3.4(a), agrees to issue commercial or standby letters of all or part of that Lender’s unutilised Commitment (which shall (except credit for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary Facility). Borrower on any Business Day from the Closing Date through but not including the fifth (b) An Ancillary Facility shall not be made available unless, not later than five (55th) Business Days (or Day prior to the Revolving Credit Maturity Date in such shorter period form as may be agreed approved from time to time by the Agent) prior Issuing Lender; provided, that the Issuing Lender shall have no obligation to the Ancillary Commencement Date for an Ancillary Facilityissue any Letter of Credit if, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility after giving effect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentsuch issuance, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and L/C Obligations would exceed the L/C Commitment or (ii) the Ancillary Facility will Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (x) be availablea commercial or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, with effect from contingent or otherwise, incurred in the ordinary course of business, (y) expire on a date no more than twelve (12) months after the date agreed of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (z) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Company Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the Ancillary Lenderother Loan Documents, a Letter of Credit issued and outstanding hereunder; provided, however, that ▇▇▇▇▇ Fargo shall remain the sole holder of such Existing Letters of Credit (until such expire) with the understanding that no participation interests shall be sold to (or purchased by) any L/C Participant with respect to such Existing Letters of Credit.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $50,000, not later than five (5) Business Days (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the third Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date; provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods beyond the date that is three Business Days prior to the Revolving Credit Maturity Date for an Ancillary Facilityif, on or before the Revolving Credit Maturity Date, the Agent has received from Borrowers shall Cash Collateralize the Company: L/C Obligations thereunder in an amount not less than the Minimum Collateral Amount as of such date plus accrued and unpaid interest thereon and (iiv) a notice be subject to the Uniform Customs and/or ISP98, as set forth in writing the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the establishment State of an Ancillary Facility and specifying: Illinois. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of that the Ancillary Facility; Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount context otherwise requires. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit denominated in Dollars or one or more Alternative Currencies in an aggregate amount not to exceed the L/C Sublimit for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date through but not including the thirtieth (30th) day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Sublimit, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, or (c) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall not (i) be made available unlessdenominated in a Permitted Currency in minimum amounts of at least the Equivalent Amount of $100,000, not later than five (5) Business Days in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: Texas, the State of Ohio, or the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) such Issuing Lender does not, as of the issuance date of the Ancillary Facility; requested Letter of Credit (C) and as a general matter), issue Letters of Credit in the proposed type of Ancillary Facility to be provided; requested Permitted Currency, or (D) the proposed Ancillary Lender; (E) conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. No Issuing Lender shall amend any Letter of Credit if such Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. No Issuing Lender shall be under any obligation to amend any Letter of Credit if the beneficiary of the Letter of Credit does not accept the proposed Ancillary Commitment, amendment to the maximum amount Letter of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyCredit. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If From and including the Company Closing Date and a Lender agree subject to the terms and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in ‎Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to ‎Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to Citibank and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in ‎Section 4.03 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes account of determining any Borrower or, subject to Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall Effective Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the Outstanding Credit Exposure of such Issuing Lender would exceed such Issuing Lender’s Commitment at such time or (c) the L/C Obligations would exceed the L/C Sublimit. Each Letter of Credit shall (i) be denominated in (at the applicable Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the applicable Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the applicable Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in Section 4.02 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower or any of its Subsidiaries, or, to the extent agreed to by such Issuing Lender in its sole discretion, the Parent, in each case on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the L/C Obligations owing to such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, or (c) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (provided that any Letter of Credit issued by Barclays Bank PLC as Issuing Lender may only be a standby letter of credit and may not be made available unlessa commercial letter of credit), not (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use context otherwise requires. On the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date Closing Date, each of the Ancillary Facility; (C) the proposed type Existing Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentCredit shall constitute, the maximum amount for all purposes of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed Credit issued by the Company and the Ancillary Lenderapplicable Issuing Lender identified adjacent to such Existing Letter of Credit on Schedule 3.1.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the U.S. Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in a Permitted Currency in a minimum amount to be agreed to by the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the U.S. Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) denominated in Dollars or one or more Alternative Currencies for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall not (i) be made available unlessdenominated in a Permitted Currency in a minimum amount to be agreed to by the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Issuing Lender, (iv) unless otherwise approved by the Issuing Lender, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facility(provided, in any event, the Agent has received from expiry date may extend beyond such date if the Company: requirements of Section 3.1(c) below are satisfied) and (iv) a notice be subject to the Uniform Customs and/or ISP98, as set forth in writing the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary FacilityNew York. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(d) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date; provided, that (a) If the Company and a Lender agree and except as otherwise provided in this Agreementafter giving effect to any amount requested, the Lender may provide an Ancillary Facility on a bilateral basis in place Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Swingline Loans (which after giving effect to any amount requested) shall (except for not exceed the purposes of determining Swingline Commitment. Notwithstanding any provision herein to the Majority Lenders contrary, the Swingline Lender and the Super Majority Borrower may agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the Borrower and the Swingline Lender (the “Sweep Arrangement”). Except to the extent the Lenders have purchased participations therein pursuant to Section 2.2(b)(iii) below, principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the Borrower and the Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.3 and any other provision hereof with respect to the timing or amount of Clause 39.4 payments on the Swingline Loans (Replacement of Lenderother than Section 2.4(a)) shall not be reduced by applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility Swingline Loans shall not be made available unlesspaid in full, not later than five (5) Business Days (or such shorter period as may together with accrued interest thereon, on the Revolving Credit Maturity Date. All Swingline Loans shall be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: denominated in Dollars. Unless a Swingline Loan is sooner (i) a notice in writing of refinanced by the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) advance of a BorrowerRevolving Credit Loan pursuant to Section 2.4(b) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and or (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed repaid by the Company and Borrower on demand pursuant to Section 2.4(b)(ii), such Swingline Loan shall be repaid by the Ancillary LenderBorrower no later than seven (7) days after the advance of such Swingline Loan.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Loan Agreement, and provided no Potential Event of Default or Event of Default shall have occurred and be continuing, the Lender may provide hereby agrees to make to the Borrower or to any other Person described on Schedule 2.01 attached hereto as directed by the Borrower pursuant to this Loan Agreement from time to time during the Equipment Line of Credit Period, equipment line of credit loans (hereinafter each individually referred to as an Ancillary Facility on a bilateral basis "Equipment Line of Credit/Term Loan" and collectively, the "Equipment Line of Credit/Term Loans"), in place of all or part of that Lender’s unutilised Commitment (an amount which shall (except for not exceed in the purposes aggregate at any time outstanding the $5,000,000.00 principal amount of determining the Majority Lenders and Equipment Line of Credit/Term Loan Facility. If the Super Majority Lenders and outstanding principal amount of Clause 39.4 (Replacement the Equipment Line of Lender)) be reduced by Credit/Term Loans shall intentionally or unintentionally exceed the amount of the Ancillary Commitment $5,000,000.00 principal amount of the Equipment Line of Credit/Term Loan Facility at any time, such excess shall be (1) immediately payable by the Borrower to the Lender, (2) deemed secured by the Collateral and (3) subject to the terms of this Loan Agreement. No new or additional Equipment Line of Credit/Term Loan shall be made during the Equipment Line Term Period. The Equipment Line of Credit/Term Loans shall be evidenced by the Equipment Line of Credit/Term Loan Note. The Lender is hereby authorized to record the dates and amounts of each Equipment Line of Credit/Term Loan made by the Lender and the dates and amounts of each payment or prepayment of principal thereof on "Schedule 1" annexed to and constituting a part of the Equipment Line of Credit/Term Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information as recorded; provided, however, the failure to make such notation with respect to any Borrowing shall not otherwise affect the obligation of the Borrower to the Lender under that Ancillary Facility)this Loan Agreement or the Equipment Line of Credit/Term Loan Note. (b) An Ancillary Facility shall not be made available unlessDuring the Equipment Line of Credit Period, not later than five (5) Business Days (or such shorter period as Equipment Line of Credit/Term Loans may be agreed by the Agent) prior voluntarily prepaid pursuant to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Section 2.04 hereof and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates subject to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard Loan Agreement, any amounts so prepaid may be reborrowed, until the Business Day next preceding the Equipment Line of Credit Termination Date. The Lender's commitment to amendments make Equipment Line of Credit/Term Loans shall expire on the Equipment Line of Credit Termination Date, and waivers will applyall Equipment Line of Credit/Term Loans then outstanding shall, provided no Potential Event of Default or Event of Default exists under this Loan Agreement, (1) be converted to a term loan and (2) commence amortizing during the Equipment Line Term Period, all as more fully provided for in Section 2.01(v) below. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower (which may support the obligations of any Subsidiary of the Parent Borrower) on any Business Day from the Closing Date through but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of that the Ancillary Facility; Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 5.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If On the Company terms and a Lender agree and except as otherwise provided in this Agreementsubject to the conditions hereof, the Lender Borrower may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders from time to time borrow, prepay and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility)reborrow Multicurrency Loans. (b) An Ancillary Facility From time to time on any Business Day occurring prior to the 364-Day Commitment Termination Date, each 364-Day Lender, severally and for itself alone, agrees to make revolving loans in Dollars (relative to such Lender, its "364-Day Loans") to the Borrower equal to such 364-Day Lender's Percentage of the aggregate amount of the Borrowing of 364-Day Loans requested by the Borrower to be made on such day. The commitment of each Lender described in this Section 2.1.1 (b) is herein referred to as its "364-Day Commitment"; provided that (a) the aggregate principal amount of all such 364-Day Loans which any 364-Day Lender shall be committed to have outstanding hereunder shall not at any time exceed the product of such Lender's Percentage and the 364-Day Commitment Amount at such time, (b) the aggregate principal amount of all 364-Day Loans which the 364-Day Lenders shall be committed to have outstanding hereunder shall not at any time exceed the 364-Day Commitment Amount at such time, (c) 364-Day Loans shall be made in Dollars only and shall not be redenominated in any other currency, including any Alternative Currency and (d) 364-Day Loans made available unless, not later than five (5) Business Days (or such shorter period as may on the Amendment No. 6 Effective Date shall be agreed by Base Rate Loans. On the Agent) prior terms and subject to the Ancillary Commencement Date for an Ancillary Facilityconditions hereof, the Agent has received Borrower may from the Company:time to time borrow, prepay and reborrow 364-Day Loans." (id) a notice in writing Section 2.2 is amended by adding to the heading thereof the words "and the 364-Day Commitment Amount", and by adding before the period at the end of the establishment of an Ancillary Facility sentence therein the words "and specifying:the 364-Day Commitment Amount is subject to reduction from time to time pursuant to this Section 2.2". (Ae) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date Section 2.2.1 is amended by adding before each of the Ancillary Facility; (C) words "Lenders" and "Loans" the proposed type of Ancillary Facility word "Multicurrency", and by adding at the end thereof the additional sentence: "The Borrower may, from time to be provided; (D) time on any Business Day, voluntarily reduce the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if 364-Day Commitment Amount by delivering to the Ancillary Facility is an overdraft facility comprising more than Agent notice of such reduction; provided that all such reductions shall require at least one account its maximum gross amount (1) Business Day's prior written notice to the Agent and be permanent and that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency any partial reduction of the Ancillary Facility (if not denominated 364-Day Commitment Amount shall be in the Base Currency); and (ii) any other information which the Agent may reasonably request a minimum amount of $2,500,000 and in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders an integral multiple of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply$1,000,000 in excess thereof. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender."

Availability. (a) If Subject to the Company ------------------------- ------------ terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, each Lender hereby severally and not jointly agrees to make revolving loans, in Dollars (each individually, a "Revolving Loan" and, collectively, the Lender may provide "Revolving Loans") to the Borrower from time to time during the period from the Closing Date to the Business Day next preceding the Revolving Credit Termination Date, in an Ancillary Facility on a bilateral basis in place of all or part of that amount not to exceed such Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount 's Pro Rata Share of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or Revolving Credit Availability at such shorter period as may be agreed by time. All Revolving Loans comprising the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower may repay any outstanding Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments the amount available under this Section 2.2(a) at -------------- the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date; provided, however, the Borrower -------- ------- shall, without notice or demand of any kind, immediately make such repayments of the Revolving Loans to the extent necessary to reduce the aggregate outstanding principal amount of the Revolving Loans to an amount less than or equal to the difference between the then Maximum Revolving Credit Amount and waivers will apply. (c) Subject to compliance with paragraph (b) above: the Letter of Credit Obligations as of such time. Each requested Borrowing of Revolving Loans funded on any Funding Date for Revolving Loans shall be (i) the Lender concerned will become an Ancillary Lender; and if Reference Rate Loans, in a principal amount of at least $250,000 and in integral multiples of $250,000 in excess of that amount and (ii) the Ancillary Facility will be availableif Eurodollar Rate Loans, with effect from the date agreed by the Company in a principal amount of at least $500,000 and the Ancillary Lenderin integral multiples of $500,000 in excess of that amount.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower or any of its Subsidiaries, or, to the extent agreed to by such Issuing Lender in its sole discretion, the Parent, in each case on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the L/C Obligations owing to such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, or (c) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (provided that any Letter of Credit issued by either Barclays Bank PLC or Truist Bank as Issuing Lender may only be a standby letter of credit and may not be made available unlessa commercial letter of credit), not (ii) expire on a date no more than twelve (12) months after the date of issuance or last extension of such Letter of Credit (subject to automatic extension for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use context otherwise requires. On the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date Closing Date, each of the Ancillary Facility; (C) the proposed type Existing Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentCredit shall constitute, the maximum amount for all purposes of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed Credit issued by the Company and the Ancillary Lenderapplicable Issuing Lender identified adjacent to such Existing Letter of Credit on Schedule 3.1.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrowers or, subject to Section 3.10, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date through but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (B) the proposed Ancillary Commencement Date conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and expiry date derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and conditions of this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, and the Borrower has delivered to the Agent a Lender agree and except as otherwise provided loan request in this Agreementthe form of Exhibit B hereto, the Swingline Lender may provide an Ancillary Facility on a bilateral basis in place agrees to make Swingline Loans to the Borrower from time to time from the Closing Date to, but not including, the Swingline Termination Date; provided, that the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Swingline Loans (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)after giving effect to any amount requested) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility at any time, shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: lesser of (i) a notice the Total Commitment in writing effect at such time less the sum of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) all outstanding Revolving Credit Loans at such time (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; after giving effect to all amounts requested), (B) the proposed Ancillary Commencement Date Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and expiry date of included in the Ancillary Facility; Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentall outstanding Bid Rate Loans at such time, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will Swingline Commitment at such time. Swingline Loans hereunder may be availableused in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall be repaid in accordance with effect from the date agreed terms hereof. Each Swingline Loan must be for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the Company and Swingline Note. The Swingline Lender shall initiate the Ancillary Lendertransfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Business Day. In no event shall the number of Swingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for b) the Outstandings would exceed the Commitments. For purposes of determining the Majority Lenders and L/C Obligations pursuant to the Super Majority Lenders and foregoing sentence, all Letters of Clause 39.4 Credit issued in Alternative Currencies shall be valued at the Dollar Equivalent of such Letter of Credit on the date of issuance thereof. Each Letter of Credit shall: (Replacement of Lender)i) be reduced denominated in Dollars or an Alternative Currency, (ii) be a standby letter of credit issued to support obligations of the Borrower or, subject to Section 3.10, any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on the earlier of (A) twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to (x) such longer expiration dates as may be agreed to by the amount applicable Issuing Lender so long as the Borrower complies with clause (B) below and (y) automatic renewal for additional one year periods pursuant to the terms of the Ancillary Commitment under that Ancillary Facility). Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender) and (bB) An Ancillary Facility the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, unless the Borrower shall not be made available unlesshave granted to the Administrative Agent, for the benefit of the applicable Issuing Lender, Cash Collateral in an amount equal to 103% of the L/C Obligations of such Letter of Credit not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Revolving Credit Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Revolving Credit Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Revolving Credit Maturity Date for an Ancillary Facilityand the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent has received from requesting that the Company: Lenders make a Loan bearing interest at the Base Rate on the fourth (i4th) a notice Business Day prior to the Revolving Credit Maturity Date in writing an amount equal to 103% of the establishment L/C Obligations of an Ancillary Facility such Letter of Credit, and specifying: the Lenders shall make a Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be held by the Administrative Agent, for the benefit of the applicable Issuing Lender, as security for the payment of the Borrower’s obligations to reimburse such Issuing Lender for amounts drawn on such Letter of Credit; and (iv) be subject to the ISP, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; Closing Date and that such Issuing Lender in good fai▇▇ ▇▇▇▇▇ ▇▇terial to it, (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; conditions set forth in Section 6.2 are not satisfied or (C) the proposed type beneficiary of Ancillary Facility such Letter of Credit is a Sanctioned Person. References herein to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount “issue” and derivations thereof with respect to Letters of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Credit Agreement, the Swing Line Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior make Swing Line Loans to the Ancillary Commencement Borrower from time to time from the Closing Date for an Ancillary Facilitythrough, but not including, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility Maturity Date; provided that after giving effect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentany amount requested, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Revolving Committed Amount, (ii) with respect to each individual Lender, the Ancillary Facility will sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment, (iii) with respect to the Swing Line Lender (whether directly or through an Affiliate), the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans made by such Lender shall not exceed such ▇▇▇▇▇▇’s Commitment, and (iv) the aggregate amount of Swing Line Loans shall not at any time exceed the Swing Line Sublimit. Each Swing Line Loan shall be availablea Base Rate Loan or a SOFR Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be under any obligation to issue a Swing Line Loan if any Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.16(c)) with respect to the Defaulting Lender arising from the date agreed by Swing Line Loan then proposed to be made and all other Swing Line Loans as to which the Company and the Ancillary LenderSwing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby letters of credit for the account of the Borrowers or any Subsidiary thereof (including Fortegra Indemnity) on any Business Day from the Restatement Effective Date through but not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the aggregate U.S. Revolving Credit Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit Exposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars, not (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five (5) the fifth Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Agent Letter of Credit Application or as determined by the Issuing Lender. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received from written notice that an Event of Default has occurred and is continuing at the Company: (i) a notice in writing of time the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility Issuing Lender must elect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless allow such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyextension. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in this Agreementconditions hereof, the Lender may provide an Ancillary Facility Issuing Lender, in reliance on a bilateral basis the agreements of the L/C Participants set forth in place Section 3.4(a), agrees to issue standby letters of all or part credit (“Letters of that Lender’s unutilised Commitment (which shall (except Credit”) for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary Facility). Borrower or, subject to Section 3.8, any Restricted Subsidiary thereof, on any Business Day from the Closing Date through but not including the fifth (b) An Ancillary Facility shall not be made available unless, not later than five (55th) Business Days (or Day prior to the Revolving Credit Maturity Date in such shorter period form as may be agreed approved from time to time by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Issuing Lender and the other Lenders Administrative Agent; provided, that the Issuing Lender shall have no obligation to issue, and the L/C Participants shall have no obligation to participate in, any Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary LenderCredit if, unless after giving effect to such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (includingissuance, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and L/C Obligations would exceed the L/C Commitment or (ii) the Ancillary Facility will aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (A) be availablein a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, with effect from (B) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (1) one (1) year after the date agreed of its issuance (but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Lender), and (2) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (D) be subject to the ISP98 and/or, to the extent applicable, Uniform Customs, as set forth in the Application or as determined by the Company Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the Ancillary Lenderother Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the L/C Obligations owing to such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, or (c) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlesseither (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), not contingent or otherwise, of the Borrower or any of its Subsidiaries or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of Credit issued by ▇▇▇▇▇ Fargo as the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Issuing Lender and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Credit Agreement, the Swing Line Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior make Swing Line Loans to the Ancillary Commencement Borrower from time to time from the Closing Date for an Ancillary Facilitythrough, but not including, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility Maturity Date; provided that after giving effect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentany amount requested, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Revolving Committed Amount, (ii) with respect to each individual Lender, the Ancillary Facility will sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment, (iii) with respect to the Swing Line Lender (whether directly or through an Affiliate), the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans made by such Lender shall not exceed such Lender’s Commitment, and (iv) the aggregate amount of Swing Line Loans shall not at any time exceed the Swing Line Sublimit. Each Swing Line Loan shall be availablea Base Rate Loan or a SOFR Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be under any obligation to issue a Swing Line Loan if any Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.16(c)) with respect to the Defaulting Lender arising from the date agreed by Swing Line Loan then proposed to be made and all other Swing Line Loans as to which the Company and the Ancillary LenderSwing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Restatement Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentRestatement Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (aSubject to the terms and conditions of this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, and the Borrower has delivered to the Agent a loan request, including the certificate referred to in §2.4(iv)(c), as if all references in §2.4(iv)(c) If the Company and a Lender agree and except as otherwise provided in this Agreementto Revolving Credit Loans were to Swingline Loans, the Swingline Lender may provide an Ancillary Facility on a bilateral basis in place agrees to make Swingline Loans to the Borrower from time to time from the Closing Date to, but not including, the Swingline Termination Date; provided, that the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Swingline Loans (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)after giving effect to any amount requested) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility at any time, shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: lesser of (i) a notice the Total Commitment in writing effect at such time less the sum of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) all outstanding Revolving Credit Loans at such time (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; after giving effect to all amounts requested), (B) the proposed Ancillary Commencement Date Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and expiry date of included in the Ancillary Facility; Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentall outstanding Bid Rate Loans at such time, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will Swingline Commitment at such time. Swingline Loans hereunder may be availableused in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall be repaid in accordance with effect from the date agreed terms hereof. Each Swingline Loan must be for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the Company and Swingline Note. The Swingline Lender shall initiate the Ancillary Lendertransfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Business Day. In no event shall the number of Swingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may be agreed to by the AgentAdministrative Agent and the Issuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (Ax) such issuance would conflict with, or cause the proposed Borrower(s) Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law or (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiy) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of L/C Participant is at that time a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such amendment L/C Participant, to eliminate the Issuing Lender’s actual or waiver itself relates potential Fronting Exposure (after giving effect to Section 5.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or gives rise that Letter of Credit and all other L/C Obligations as to a matter which would require an amendment the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or under this Agreement (includingmodifications of any outstanding Letters of Credit, for unless the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (aSubject to the terms and conditions of this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, and the Borrower has delivered to the Agent a loan request, including the certificate referred to in Section 2.4(iv)(c), as if all references in Section 2.4(iv)(c) If the Company and a Lender agree and except as otherwise provided in this Agreementto Revolving Credit Loans were to Swingline Loans, the Swingline Lender may provide an Ancillary Facility on a bilateral basis in place agrees to make Swingline Loans to the Borrower from time to time from the Closing Date to, but not including, the Swingline Termination Date; PROVIDED, that the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Swingline Loans (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)after giving effect to any amount requested) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility at any time, shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: lesser of (i) a notice the Total Commitment in writing effect at such time LESS the sum of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) all outstanding Revolving Credit Loans at such time (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; after giving effect to all amounts requested), (B) the proposed Ancillary Commencement Date Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit which is drawn and expiry date of included in the Ancillary Facility; Revolving Credit Loans or the Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentall outstanding Bid Rate Loans at such time, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will Borrowing Base Availability at such time and (iii) the Swingline Commitment at such time. Swingline Loans hereunder may be availableused in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall be repaid in accordance with effect from the date agreed terms hereof. Each Swingline Loan must be for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the Company and Swingline Note. The Swingline Lender shall initiate the Ancillary Lendertransfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Business Day. In no event shall the number of Swingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.10, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date through but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (B) the proposed Ancillary Commencement Date conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and expiry date derivations thereof with respect to Letters of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms of the Note, the Loan Documents and this First Amendment, from and after the date hereof, and through but not including the earliest to occur of: (ai) If August 28, 2013; (ii) a Corporate Transaction with Cash Net Proceeds in excess of $5,000,000; (iii) a Qualifying Rights Offering; or (iv) all Obligations maturing (whether by acceleration or otherwise) or otherwise becoming due and payable (the Company earliest such date, the “Revolving Credit Termination Date”), and a Lender agree and except so long as otherwise provided in this Agreementthere has occurred no Default or Event of Default, the Lender may provide shall make revolving advances available to the Borrower, in an Ancillary Facility on a bilateral basis in place aggregate amount outstanding (exclusive of all or part capitalized interest added thereto) not to exceed Five Million Dollars ($5,000,000.00) (the “Revolving Loans”), each of that Lender’s unutilised Commitment (which shall be repaid, together with all interest (except for including, without limitation, capitalized interest thereon) on the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: earliest of: (A) the proposed Borrower(sdate that is sixty (60) (or Affiliates(s) days after the date of a Borrower) which may use the Ancillary Facility; such advance; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; Revolving Credit Termination Date; or (C) all Obligations maturing (whether by acceleration or otherwise) or otherwise becoming due and payable. Revolving Loans may be repaid and, prior to the proposed type Revolving Credit Termination Date, reborrowed subject to the applicable terms and conditions precedent in the Note, the Loan Documents, and this First Amendment, and shall be repaid in full, together with any capitalized interest that is added to the principal balance thereof, together with interest thereon, on the Revolving Credit Termination Date. Notwithstanding anything to the contrary herein or in the Note or the other Loan Documents, the Borrower shall not make any voluntary prepayment of Ancillary Facility the Revolving Loans that would cause the outstanding balance of the revolving loans to be provided; (D) greater than zero and less than $2,500,000 at any time. The Lender’s agreement to make revolving advances terminates on the proposed Ancillary Lender; (E) Revolving Credit Termination Date, when the proposed Ancillary Commitment, the maximum principal amount of the Ancillary Facilityall Revolving Loans, andtogether with all other Obligations, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) shall be immediately due and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applypayable. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, (i) each Lender hereby severally and not jointly agrees to make loans (each individually, a "LOAN" and, collectively, the Lender may provide "LOANS"), in Dollars to the Borrower from time to time on or before the six (6) month anniversary of the Closing Date, in an Ancillary Facility on a bilateral basis in place amount not to exceed such Lender's Pro Rata Share of all or part the Availability at such time (it being agreed that the holder of that Lender’s unutilised Commitment (which the Special Tranche shall (except for fund the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the full amount of the Ancillary Commitment under that Ancillary FacilitySpecial Tranche on the Initial Funding Date). , and (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing furtherance and clarification of the establishment foregoing, as to all Lenders other than the holder of an Ancillary Facility and specifying: the Special Tranche, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for the Alternative Currency relating to the applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to exceed the lesser of (x) such Lender's Alternative Currency Commitment, and expiry date (y) a Dollar Equivalent Amount so that the aggregate of such Lender's Pro Rata Share of Loans in both Dollars and Alternative Currency (including the Loans to be made) do not exceed such Lender's Pro Rata Share of the Ancillary Facility; (C) Availability at such time. Notwithstanding the proposed type foregoing, however, at any time during the term of Ancillary Facility this Agreement, Borrower may elect to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount convert a portion of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount Loans (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary LenderSpecial Tranche) denominated in Dollars to Loans denominated in an Alternative Currency, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (provided the same shall otherwise be in compliance with the provisions hereof, including, for the avoidance of doubt, under this Clause 7.3). In such a casewithout limitation, the provisions of SECTION 5.1(c) hereof. All Loans comprising the same Borrowing under this Agreement with regard shall be made by the Lenders simultaneously and proportionately to amendments and waivers will apply. (c) their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure. Subject to compliance the provisions of this Agreement, the Borrower may repay any outstanding Loan (other than the Loans consisting of the Special Tranche prior to the first anniversary of the Closing Date) on any day which is a Business Day and any amounts so repaid may not be reborrowed, provided, however, that a Letter of Credit in an amount equal to or less than the amount so repaid may be issued simultaneously with paragraph such paydown, unless such paydown shall be a mandatory prepayment pursuant to SECTION 4.1(d), in which event, no such Letter of Credit may be issued. The initial Borrowing shall be for an amount not less than eighty percent (b80%) above: of the Commitments, and there shall be no more than two (i2) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lenderadditional Borrowings of not less than $25,000,000 each.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving LEGAL02/32557961v11 Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower (which may support the obligations of any Subsidiary of the Parent Borrower) on any Business Day from the Closing Date through but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Revolving Credit Outstandings with respect to the Parent Borrower would exceed the Parent Borrower Sublimit. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) 54537432_8 expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of that the Ancillary Facility; Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the proposed type conditions set forth in Section 5.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(d) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), ▇▇▇▇▇ Fargo, as the Issuing Lender, may (in its sole discretion) issue standby and commercial letters of credit for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $50,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. The Issuing Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the applicable Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Comerica Letters of Credit and Existing ▇▇▇▇▇ Fargo Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of Credit issued and outstanding hereunder; provided, however, the establishment Borrower shall use commercially reasonable efforts to, as soon as reasonably practicable, either replace with a new Letter of an Ancillary FacilityCredit issued by ▇▇▇▇▇ Fargo hereunder or terminate each Existing Comerica Letter of Credit. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for For the avoidance of doubt, under this Clause 7.3). In such a case, ▇▇▇▇▇ Fargo shall be the provisions sole Issuing Lender with respect to all Letters of this Agreement with regard to amendments and waivers will applyCredit issued hereunder on or after the Closing Date. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions set forth in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) each Lender hereby severally and not jointly agrees to make revolving loans (each individually, a notice “Committed Loan” and, collectively, the “Committed Loans”), in writing Dollars, to the Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the establishment Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders with an Ancillary Facility and specifying: Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the proposed Ancillary Commencement Date and expiry date of Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for the Ancillary Facility; (C) Alternative Currency relating to the proposed type of Ancillary Facility applicable Interest Period), in an aggregate principal Dollar Equivalent Amount not to be provided; (D) exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or same Borrowing under this Agreement (includingshall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the avoidance Revolving Credit Commitment of doubt, under this Clause 7.3)any Lender be increased or decreased as a result of any such failure. In such a case, Subject to the provisions of this Agreement with regard Agreement, the Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to amendments and waivers will apply. the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be availableor, with effect from respect to an Alternative Currency Borrowing only, the date agreed by Dollar Equivalent Amount of $1,000,000); provided, however, that if the Company and Revolving Credit Availability at the Ancillary Lendertime of such requested Borrowing is less than $1,500,000 (or $1,000,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall be for the total amount of the Revolving Credit Availability.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) denominated in Dollars or one or more Alternative Currencies for the account of the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this AgreementL/C Obligations would exceed the L/C Commitment, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall not (i) be made available unlessdenominated in a Permitted Currency in a minimum amount to be agreed to by the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary FacilityNew York. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.context otherwise requires

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance(a) on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.8, any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) (from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or Affiliates(s) of a Borrower) which may use request that the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentIssuing Lender refrain from, the maximum amount issuance of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders credit generally or such Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.40 59442126_10 74897129_7

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Signing Date through but not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, Letter of Credit Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place Letter of all Credit Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $500,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any Letter of Credit Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment of all Revolving Credit Lenders. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000, not or such lesser amount as is acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire (including all rights of the Borrower or the beneficiary to require renewal thereof) on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilitybut a Letter of Credit may by its terms be automatically renewable annually unless the Issuing Lender notifies the beneficiary thereof of its election not to renew such Letter of Credit (which the Issuing Lender agrees to do on and subject to the terms of Section 3.2(b)) and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower (which may support the obligations of any Subsidiary of the Parent Borrower) on any Business Day from the Closing Date to, but not including, the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unless, not later than five (5) Business Days denominated in Dollars in a minimum amount of $100,000 (or such shorter period lesser amount as may be agreed to by the AgentIssuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98,, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the proposed Borrower(sIssuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) (from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or Affiliates(s) of a Borrower) which may use request that the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentIssuing Lender refrain from, the maximum amount issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information for which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.Issuing 47 103755581_3 119311063_5