Common use of Availability Clause in Contracts

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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Issuing Lenderthe Swingline Lender may, in reliance on its sole discretion, make Loans (each a “Swing Loan”) available to the agreements of Borrower under the Revolving Credit Lenders set forth in Section 3.4(a), agrees Loan Commitments from time to issue standby or commercial Letters of Credit 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 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 LenderSwingline Commitment; provided that no Issuing the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall issue not make any Letter of Credit if, Swing Loan (x) to the extent that after giving effect to such issuanceSwing Loan, (a) the L/C Obligations aggregate principal amount of all Revolving Loans would exceed the L/C Sublimit 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 (bz) 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 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 and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Credit Outstandings would exceed Termination Date. Within the Revolving Credit Commitment. Each Letter limits set forth in the first sentence of Credit shall this clause (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), amounts of Swing Loans repaid may be re-borrowed under this clause (ii) expire on a date no more than twelve months after i). For the date avoidance of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods doubt, Swing Loans, pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)hereof, which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 available on the Closing Date. Immediately upon the making of a Swing Loan, or any unreimbursed losseach Revolving Lender shall be deemed to, cost or expense that was not applicableand hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in effect or known such Swing Loan in an amount equal to the product of such Issuing Lender as Revolving Lender’s Commitment Percentage times the amount of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the 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 requiresSwing 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 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 3.93.10, any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to to, but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 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 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 xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue performance standby or commercial letters of credit and, at the sole discretion of the Issuing Lender, financial standby letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower (or, subject to Section 3.9, any Restricted Subsidiary thereof, in the case of the Existing Letters of Credit may be issued Credit, for the account of Fossil Partners) on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.

Availability. Subject to the terms and conditions hereof, each 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 or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that the Issuing Bank shall have no Issuing Lender shall obligation to issue any such Letter of Credit if, if after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)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 year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each 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 or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof (including Fortegra Indemnity) on any Business Day from the Closing Restatement Effective Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate Revolving Credit Outstandings Exposure would exceed the Aggregate Revolving Credit CommitmentCommitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkLender. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C Participant to exceed any limits imposed by, any applicable 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 xxxxx xxxxx material to it, or (C) the 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; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)this Article III, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Credit Expiration 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 provided, that the Issuing Lenders shall have no Issuing Lender shall obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the Dollar Equivalent of all L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Commitment, (c) 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 greater amount as may be agreed to by the applicable 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 $25,00010,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire 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 a date no more than twelve months after or before the date of issuance or last renewal of such Letter of Credit fifth (subject to automatic renewal for additional one year periods pursuant 5th) Business Day prior 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 Letter of Credit Expiration Scheduled Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No The Issuing Lender Lenders 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause 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 L/C Participant with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or respect to 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 exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

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 (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided 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) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter 100,000 (other than Existing Letters of Credit (or such lesser amount as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 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 date of issuance thereof) in reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the aggregate amount available to be drawn under such Letters of Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and the Borrower agrees so to Cash Collateralize such Letters of Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the date of receipt of such Cash Collateral by the applicable Issuing Lender, the 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 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. 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 Creditissuance would violate, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

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(a2.03(e), 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 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Effective Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility 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 or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentSublimit. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period 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) 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 unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 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 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 Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 4.02 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each the 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 3.93.8, 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 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 provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as 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 Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the 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.

Availability. Subject From and including the Closing Date and 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(a‎Section 2.03(e), 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 3.9‎Section 2.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility 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 (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such Ixxxxxx Xxxxxx would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (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 $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period 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) 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 unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 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 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 Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx fxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 ‎Section 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each 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 or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate Revolving Credit Outstandings Exposure would exceed the Aggregate Revolving Credit CommitmentCommitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkLender. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C Participant to exceed any limits imposed by, any applicable 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 xxxxx xxxxx material to it, or (C) the 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; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the U.S. 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 through but not including the Letter of Credit Expiration 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 provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or the applicable Issuing Lender’s Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)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 the applicable such Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Revolving Maturity Date and (iiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 (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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions Laws or (ii) in any manner that would result in a violation of any Sanctions Laws by any party to this Agreement.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the US Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderLender in its reasonable discretion; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, 25,000 or Canadian Dollars in the case a minimum amount of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit C$25,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the US 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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.50788495_7

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, 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 or commercial letters of credit (which standby letters of credit, together with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, constitute Letters of Credit) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of other Credit may be issued Party on any Business Day from the Closing Date up to through but not including the Letter of twenty-fifth (25th) day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of twenty-fifth (25th) day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements 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 Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for such Lender’s Alternative Currency Commitment. All Committed Loans comprising the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may same Borrowing under this Agreement shall 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 made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, each Issuing LenderLender hereby severally and not jointly agrees (i) to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements 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 Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment, to make Eurodollar Rate Loans to the Borrower or the applicable Qualified Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto or substitute service selected by the Administrative Agent) reports a Base Eurocurrency Rate (or AUD Bank Xxxx Reference Rate, for Eurodollar Rate Loans denominated in Australian Dollars, or CDOR Rate, for Eurodollar Rate Loans denominated in Canadian Dollars) for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent 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’s Alternative Currency Commitment; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuanceLoan, (a) the L/C Dollar Equivalent Amount of all Alternative Currency Loans and all Letter of Credit Obligations would with respect to Alternative Currency Letters of Credit shall not exceed the L/C Sublimit or (b) Alternative Currency Sublimit. All Committed Loans comprising the 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 Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

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 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 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 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 xxxxx xxxxx material to it, or (C) the 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. 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.1(c), agrees to issue standby or commercial letters of credit (such letters of credit, collectively with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, the “Letters of Credit”) for the account of the Parent Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Original Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any such Letter of Credit if, if after giving effect to such issuance, issuance (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)Issuing Lender, (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration Date and (iiiiv) be subject to the Uniform CustomsCustoms and/or ISP, 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 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 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, 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 (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) 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 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. 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. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued Borrowers on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the lesser of the Revolving Credit CommitmentCommitment or the Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkTexas. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.

Availability. Subject to During the terms and conditions hereofInitial Period, each Issuing Lender, in reliance on the agreements Aggregate Outstandings shall not at any time exceed the lesser of the Revolving Credit Lenders set forth Initial Borrowing Base and the Aggregate Commitment and shall be subject to prepayment in Section 3.4(aaccordance with subsection 2.6(b), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its and no Loan shall be made, and no Facility L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may shall 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, or amended if after giving effect to the incurrence of such issuance, (a) Loan or the issuance or amendment of such Facility L/C Obligations would exceed C, the L/C Sublimit or (b) the Revolving Credit Aggregate Outstandings would exceed the Revolving Credit lesser of the Initial Borrowing Base and the Aggregate Commitment. Each Letter After the end of Credit the Initial Period and during the Second Period, the Aggregate Outstandings shall (i) be denominated in Dollars in a minimum amount not at any time exceed the lesser of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Second Borrowing Base and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date Aggregate Commitment and shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsprepayment in accordance with subsection 2.6(b), in the case of a commercial Letter of Credit, and no Loan shall be made and no Facility L/C shall be issued 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, amended if after giving effect to the extent not inconsistent therewithincurrence of such Loan or the issuance or amendment of such Facility L/C, the laws Aggregate Outstandings would exceed the lesser of the State Second Borrowing Base and the Aggregate Commitment. After the end of New York. No Issuing Lender the Second Period, the Aggregate Outstandings shall not at any time exceed the lesser of the Secured Borrowing Base and the Aggregate Commitment and shall be obligated subject to issue any Letter 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 Credit hereunder if (A) any order, judgment such Loan or decree the issuance or amendment 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 fromFacility L/C, 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 Aggregate Outstandings would exceed the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as lesser of the Closing Date Secured Borrowing Base and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the 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 requiresAggregate Commitment.

Availability. Subject to the terms and conditions hereofof this Agreement, each Issuing Lenderthe Lenders agree, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a)severally and not jointly, agrees to issue standby or commercial Letters of Credit make term loans to Borrower in an aggregate amount up to Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto. The Term Loans shall be available in two (2) tranches. The first tranche (“Term A Loan”) shall be in an amount equal to Six Million Two Hundred Fifty Thousand Dollars ($6,250,000.00) and shall be advanced on the Effective Date. The second tranche (“Term B Loan”; Term A Loan and Term B Loan are each referred to herein individually as a “Term Loan” and collectively as the “Term Loans”) shall be made available by the Lenders during the Term B Loan Draw Period in an amount equal to Six Million Two Hundred Fifty Thousand Dollars ($6,250,000.00) in a single advance. In the event Borrower does not request the Term B Loan during the Term B Loan Draw Period, the Lenders may, in their discretion, advance the Term B Loan to exceed its L/C Commitment Borrower on July 31, 2011, without such request by Borrower, after which advance Borrower will be deemed to have received said Term Loan B for all purposes hereafter. Notwithstanding anything to the account contrary contained in the foregoing or anywhere else in this Agreement or any other Loan Document, (x) the Lenders shall not have any obligation to make any advances under the Term B Loan Commitments until the commencement of the Borrower orTerm B Loan Draw Period, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day and from the Closing Effective Date up until the commencement of the Term B Loan Draw Period, for all purposes under this Agreement, the Term B Loan Commitments and the Term B Loan Commitment of each Lender shall be deemed to be zero ($0), and (y) from the Effective Date until the commencement of the Term B Loan Draw Period, for all purposes under this Agreement, the Term Loan Commitments shall be deemed to be Term A Loan Commitments and the Term Loan Commitment of each Lender shall be deemed to be such Lender’s Term A Loan Commitment. Any portion of the Term B Loan Commitments not funded as of the close of business on the date which is five (5) Business Days after the end of the Term B Loan Draw Period shall thereupon automatically be terminated and the Term B Loan Commitment of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term B Loan Commitments. Each Lender’s obligation to fund the applicable Term Loan shall be limited to such Lender’s Term A Loan Commitment or Term B Loan Commitment, as applicable, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not including the Letter so funded. Borrower shall not have any right to reborrow any portion of Credit Expiration Date in such form as may be approved any Term Loan that is repaid or prepaid 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requirestime.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Credit Expiration 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 provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or the applicable Issuing Lender’s Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)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 twelve 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 the applicable such Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth Business Day prior to the Revolving Maturity Date and (iiiv) unless otherwise agreed upon, be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 (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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 to any Person to fund any activity or business of or with any Sanctioned Person or in any country or territory that, at the time of such funding, is the subject of any Sanctions in any manner that would result in a violation of any Sanctions by any party to this Agreement.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof (including Fortegra Indemnity) on any Business Day from the Closing Restatement Effective Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the aggregate U.S. Revolving Credit Outstandings Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit CommitmentExposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkLender. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C Participant to exceed any limits imposed by, any applicable 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 xxxxx xxxxx material to it, or (C) the 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; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)3.4, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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. (b)

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Loan Reserve, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) 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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. Notwithstanding the foregoing, 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. As of the Closing Date, the Existing Letter of Credit shall constitute, for all purposes of this Agreement and the other 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 Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable such Issuing Lender; provided provided, that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment, (b) the L/C Obligations owing to such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, or (bc) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated 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 Dollars in a minimum amount respect of $25,000, the purchase of goods or services by the Borrower or any of its Subsidiaries in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 by Xxxxx Fargo as the Issuing Lender and outstanding hereunder.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Signing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Letter of Credit Obligations would exceed the L/C Sublimit Letter of Credit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the 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 Participant to letters of credit generally or such Letter of Credit in particular exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions of this Agreement, the applicable Specified A/C Lenders severally agree to make Specified A/C Loans in the applicable Specified Alternative Currency to the Borrower from time to time from the Closing Date through the Credit Facility Termination Date as requested by the Borrower in accordance with the terms of Section 2.5; provided, that (a) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency (after giving effect to any amount requested) shall not exceed the lesser of (i) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Competitive Bid Loans, Swingline Loans and L/C Obligations and (ii) the applicable Specified A/C Aggregate Commitment, (b) the sum of (i) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans and (ii) the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans made in an Alternative Currency (other than a Specified Alternative Currency) shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency from any applicable Specified A/C Lender to the Borrower shall not at any time exceed such Lender's Specified A/C Commitment for such Specified Alternative Currency. Each Specified A/C Loan by a Specified A/C Lender shall be in a principal amount equal to such Specified A/C Lender's applicable Specified A/C Commitment Percentage of the aggregate principal amount of the applicable Specified A/C Loans requested on such occasion. Specified A/C Loans shall be funded in an amount equal to the Alternative Currency Amount of such Specified A/C Loan. Subject to the terms and conditions hereof, each Issuing Lenderthe Borrower may borrow, 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 Lrepay and reborrow Specified A/C Commitment for Loans hereunder until 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 Facility Termination 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the 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), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for such Lender’s Alternative Currency Commitment. All Committed Loans comprising the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may same Borrowing under this Agreement shall 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 made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,000,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or $1,000,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

Availability. Subject to the terms and conditions hereof, each 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 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, (which may support the obligations of any Restricted Subsidiary thereof, Letters of Credit may be issued the Borrower) on any Business Day from the Closing Date up to to, but not including including, the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform CustomsISP, 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.derivations

Availability. Subject to the terms and conditions hereof, each the 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 3.93.8, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to to, but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as 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 applicable Letter of Credit Application or other applicable documentation that is reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (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 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 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, 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), agrees to Xxxxx Fargo, as the Issuing Lender, may (in its sole discretion) issue standby or and commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable such Issuing Lender; provided provided, that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No The Issuing Lender Lenders 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law cause the applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 Comerica Letters of Credit and Existing Xxxxx Fargo Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder; provided, however, the Borrower shall use commercially reasonable efforts to, as soon as reasonably practicable, either replace with a new Letter of Credit issued by Xxxxx Fargo hereunder or terminate each Existing Comerica Letter of Credit. For the avoidance of doubt, Xxxxx Fargo shall be the sole Issuing Lender with respect to all Letters of Credit issued hereunder on or after the Closing Date.

Availability. Subject From and including the Closing Date and 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(a‎Section 2.03(e), 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 3.9‎Section 2.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility 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 (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such Issuing Lender would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (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 $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period 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) 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 unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 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 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 Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx fxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 ‎Section 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding 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 Revolving Credit Lenders set forth in Section 3.4(athis Agreement, (i) each Lender hereby severally and not jointly agrees to make loans (each individually, a "LOAN" and, collectively, the "LOANS"), agrees in Dollars to issue standby the Borrower from time to time on or commercial Letters before the six (6) month anniversary of the Closing Date, in an amount not to exceed such Lender's Pro Rata Share of the Availability at such time (it being agreed that the holder of the Special Tranche shall fund the full amount of the Special Tranche on the Initial Funding Date), and (ii) in furtherance and clarification of the foregoing, as to all Lenders other than the holder of the Special Tranche, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the 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 (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 Availability at such time. Notwithstanding the foregoing, however, at any time during the term of this Agreement, Borrower may elect to convert a portion of the Loans (other than the Special Tranche) denominated in Dollars to Loans denominated in an Alternative Currency, provided the same shall otherwise be in compliance with the provisions hereof, including, without limitation, the provisions of SECTION 5.1(c) hereof. All Loans comprising the 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 Loan hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure. Subject to 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 aggregate amount not equal to exceed its L/C Commitment for or less than the account of the Borrower oramount so repaid may be issued simultaneously with such paydown, subject unless such paydown shall be a mandatory prepayment pursuant to Section 3.9SECTION 4.1(d), any Restricted Subsidiary thereofin which event, Letters no such Letter of Credit may be issued on any Business Day from issued. The initial Borrowing shall be for an amount not less than eighty percent (80%) of the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may Commitments, and there shall 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date two (2) additional Borrowings 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 applicable Issuing Lender), which date shall be no later not less than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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$25,000,000 each.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Credit Expiration 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 provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)Lender, (ii) expire on 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 no more not later than twelve months after the earlier of (a) the fifth (5th) Business Day prior to the scheduled Maturity Date and (b) the date which is one year from 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 such Issuing Lender), which ; provided that (x) if a Letter of Credit has an expiration date shall be no later than the scheduled Maturity Date, then the Borrower shall post cash collateral for such Letter of Credit Expiration in accordance with Section 2.4(b)(iii) at least five Business Days prior to the scheduled Maturity Date (or such later date as shall be determined by Administrative Agent in its sole discretion) and (iiiy) Letters of Credit may be issued with (or amended to provide) a tenor of greater than one year only with the prior written consent of all of the Lenders and (v) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 (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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the Dollar Equivalent of L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) 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 $25,000, in 500,000 or the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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) 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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereof, each the 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 3.93.8, 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 fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) unless otherwise expressly agreed by the 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 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the 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.. 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. 119071794_7

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 its the L/C Commitment Sublimit for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Sublimit, (b) 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 (i) be denominated in Dollars a Permitted Currency in a minimum amount amounts of at least the Equivalent Amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000100,000, in the case of a standby Letter of Credit (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 laws of the State of 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 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 xxxxx xxxxx material to it, (B) the 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 requested Letter of Credit (and as a general matter), issue Letters of Credit in the requested Permitted Currency, or (CD) the 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 amendment to the Letter of Credit.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or and commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the third Business Day prior to the Revolving Credit Maturity Date; provided, that any Letter of Credit Expiration 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 if, on or before the Revolving Credit Maturity Date, the Borrowers shall Cash Collateralize the 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 (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkIllinois. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied, or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

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 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit Commitmentissued 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 shall: (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 a date no more than 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 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 Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender)) and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, which date unless the Borrower shall be no later than have 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 Expiration not later than five (5) Business Days prior to the 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 and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (iii5th) 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 requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Revolving Credit Maturity Date in an amount equal to 103% of the L/C Obligations of such Letter of Credit, and 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 Uniform CustomsISP, 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 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 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 faixx xxxxx xxxxx material xxterial to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a3.04(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date applicable to the L/C Facility in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 that is not later than the earlier of (x) 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 ) and (y) the Letter of Credit Expiration fifteenth (15th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedapplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower (or, subject to Section 3.9, any Restricted Subsidiary thereof, in the case of the Existing Letters of Credit may be issued Credit, for the account of Fossil Partners) on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the US Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the US 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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or any of its Subsidiaries, or, subject to Section 3.9the extent agreed to by such Issuing Lender in its sole discretion, any Restricted Subsidiary thereofthe Parent, Letters of Credit may be issued in each case on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable such Issuing Lender; provided provided, that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment, (b) the L/C Obligations owing to such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, or (bc) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated 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 Dollars in a minimum amount respect of $25,000, the purchase of goods or services by the Borrower or any of its Subsidiaries in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby business (provided that any Letter of Credit (issued by either Barclays Bank PLC or such lesser amount Truist Bank as agreed to by the applicable Issuing Lender may only be a standby letter of credit and the Administrative Agentmay not be a commercial letter of credit), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal extension of such Letter of Credit (subject to automatic renewal extension 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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. On 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 by the applicable Issuing Lender identified adjacent to such Existing Letter of Credit on Schedule 3.1.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the U.S. 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 through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable Issuing Lender and the Administrative Agent)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 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit Credit”) denominated in an aggregate amount not to exceed its L/C Commitment Dollars or one or more Alternative Currencies 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentCommitment or (c) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable Issuing Lender and the Administrative Agent)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 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 (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 applicable Issuing Lender), which date shall be no later than the Letter fifth (5th) Business Day prior to the Revolving Credit Maturity Date (provided, in any event, the expiry date may extend beyond such date if the requirements of Credit Expiration Date Section 3.1(c) below are satisfied) and (iiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 Restatement Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)Lender, (ii) expire on 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 no more not later than twelve months after the earlier of (a) the fifth (5th) Business Day prior to the scheduled Maturity Date and (b) the date which is one year from 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 such Issuing Lender), which ; provided that (x) if a Letter of Credit has an expiration date shall be no later than the scheduled Maturity Date, then the Borrower shall post cash collateral for such Letter of Credit Expiration in accordance with Section 2.4(b)(iii) at least five Business Days prior to the scheduled Maturity Date (or such later date as shall be determined by Administrative Agent in its sole discretion) and (iiiy) Letters of Credit may be issued with (or amended to provide) a tenor of greater than one year only with the prior written consent of all of the Lenders and (v) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 (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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereofof this Agreement, each the 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 (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any 43360385_8 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the Dollar Equivalent of L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) 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 $25,000, in 500,000 or the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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) 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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law 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, if the issuance of letters of credit generally or such Letter of Credit in particular would violate one or shall impose upon such more policies of the Issuing Lender with respect applicable 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedgenerally. 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 has 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 (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required 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 the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.3 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of the Subsidiary Guarantors, 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 satisfactory 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 earlier of (A) one year from the date of issuance of such Letter of Credit Expiration and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkNorth Carolina. No The Issuing Lender shall not at any time be obligated to issue issue, and L/C Participants shall have no obligation to participate in, 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 Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that such Existing Letters of Credit shall be replaced by letters of credit issued by Wachovia, as Issuing Lender, pursuant to and under the terms of this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other 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 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit Commitmentissued 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 shall: (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 a date no more than 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 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 Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender)) and (B) the fifth (5th) Business Day prior to the Maturity Date, which date unless the Borrower shall be no later than have 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 Expiration not later than five (5) Business Days prior to the Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (iii5th) Business Day prior to the Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Maturity Date in an amount equal to 103% of the L/C Obligations of such Letter of Credit, and 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 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 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 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 xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ax) the L/C Obligations would exceed the L/C Sublimit Commitment or (by) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 Letter fifth (5th) Business Day prior to the date referred to in clause (a) of the definition of Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 Effective Date, no Letters of Credit are outstanding.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Restatement Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 3,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Application Documents or other documentation reasonably acceptable to the applicable Issuing Lender)) and, in any case, 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 Issuing Lender and the Borrower when a Letter of Credit Expiration Date and (iii) is issued by it, be subject to the Uniform CustomsISP, 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 Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the Issuing Lender is not otherwise compensated) not in effect on the Restatement Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Restatement Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (D) 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 or Anti-Corruption Laws by any party to this Agreement or (E) any 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 Borrower or such Lender to eliminate the Issuing Lender’s actual or 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 that Letter of Credit and all other L/C Obligations as to which 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 modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower, the Parent or any of its Subsidiaries or (y) a commercial letter of credit in Dollars in a minimum amount respect of $25,000the purchase of goods or services by the Borrower, the Parent or any of its Subsidiaries in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No Notwithstanding anything herein to the contrary, neither Barclays Bank PLC nor any of its branches or Affiliates shall be required to issue any documentary or commercial letters of credit. A documentary or commercial letter of credit means a letter of credit that is (a) issued to provide for the payment of the purchase price for goods or services purchased by the Company and (b) intended to be drawn when such purchase price is due and payable and not merely upon the occurence of a default or similar contingency. 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the 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 3.93.8, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to to, but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as 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 applicable Letter of Credit Application or other applicable documentation that is reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the 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. 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other 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 or (without limiting the Borrower’s obligations with respect thereunder under Section 3.9, 3.5 or otherwise) any Restricted Subsidiary thereof, Letters of Credit may be issued its Subsidiaries in Dollars or in Alternative Currencies on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that the applicable Issuing Lender; provided that no Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment; provided that any Issuing Lender may issue a Letter of Credit in excess of the L/C Commitment if (x) the term of such Letter of Credit is less than one (1) year from the date of issuance and (y) after giving effect to such issuance, the Dollar Equivalent Amount of the Outstandings would not exceed the Aggregate Commitment or (b) the Revolving Credit Dollar Equivalent Amount of the Outstandings would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter letter of Credit (credit or such lesser amount as agreed bank guarantee issued to by support obligations of the applicable Issuing Lender and the Administrative Agent)Borrower or any of its Subsidiaries, contingent or otherwise, (ii) expire on a date no more later than twelve months after the earlier of (A) the fourth anniversary of the date of issuance or last and (B) June 1, 2018; provided, that (x) any Letter of Credit with a one-year term may provide for renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in subclause (B) above) and (y) no later than five (5) days prior to the Revolving Credit Maturity Date, the Borrower shall Cash Collateralize in Dollars each Letter of Credit, if any, with an expiration date after the Revolving Credit Maturity Date in a Dollar Equivalent Amount equal to 105% of the L/C Obligations with respect to each 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, URDG or ISP98, in the case of a standby Letter of Crediteach case, in each case as set forth in the related 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 except (x) any technical or non-substantive modifications or amendments, as determined in the sole discretion of the applicable Issuing Lender or (y) as the context may otherwise requiresrequire. 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.

Availability. Subject to the terms and conditions hereofof this AGREEMENT and the LOAN DOCUMENTS, each Issuing Lenderincluding but not limited to the terms of all reimbursement agreements, applications and other documents required by the LENDER in reliance on the agreements issuance of LETTERS OF CREDIT, the CREDIT FACILITY may be used by the BORROWERS for, and the LENDER agrees to issue, LETTERS OF CREDIT as requested by any 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 BORROWERS for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued BORROWERS on any Business Day BUSINESS DAY from the Closing Date up to date of CLOSING through but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderTERMINATION DATE; and provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would EXPOSURE (after giving effect to any requested issuance) shall not at any time exceed Two Million Dollars ($2,000,000.00); (b) the sum of the L/C Sublimit or EXPOSURE (bafter giving effect to the requested issuance) plus the Revolving Credit Outstandings would aggregate unpaid principal balance of the LOAN shall not exceed the Revolving Credit Commitment. Each Letter of Credit MAXIMUM CREDIT AMOUNT; (c) no LETTER OF CREDIT (including any extension or renewal thereof, whether or not automatic) shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more which is later than twelve months after one (1) year from the date of issuance thereof; (d) no LETTER OF CREDIT (including any extension or last renewal of such Letter of Credit thereof, whether or not automatic) shall expire on a date which is on or after thirty (subject to automatic renewal for additional one year periods pursuant 30) days prior to the terms TERMINATION DATE, unless such LETTER OF CREDIT is secured by cash collateral satisfactory to the LENDER in an amount equal to one hundred percent (100%) of the Letter STATED AMOUNT, to be applied in accordance with Section 9.4 hereof; and (e) the issuance of Credit Application any requested LETTER OF CREDIT shall not conflict with or other documentation acceptable cause the LENDER to exceed any limits imposed by any LAWS applicable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 laws of the State of New YorkLENDER. No Issuing Lender shall If at any time be obligated the L/C EXPOSURE exceeds any such permitted amounts, the BORROWERS shall furnish 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 the LENDER cash collateral satisfactory to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable the LENDER in an amount equal to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority excess to be applied in accordance 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 xxxxx xxxxx material to it, or (C) the 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 requires9.4 hereof.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements 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 Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the 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), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for such Lender’s Alternative Currency Commitment. All Committed Loans comprising the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may same Borrowing under this Agreement shall 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 made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, Parent or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be reasonably approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Parent 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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 in its sole discretion and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

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 (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided 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) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter 100,000 (other than Existing Letters of Credit (or such lesser amount as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 laws of the State of New York. Notwithstanding the foregoing, each Issuing Xxxxxx 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 date of issuance thereof) in reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the aggregate amount available to be drawn under such Letters of Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and the Borrower agrees so to Cash Collateralize such Letters of Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the date of receipt of such Cash Collateral by the applicable Issuing Lender, the 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 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. 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 Creditissuance would violate, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of the Subsidiary Guarantors, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (iiiii) 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 satisfactory 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 earlier of (A) one year from the date of issuance of such Letter of Credit Expiration and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkNorth Carolina. No The Issuing Lender shall not at any time be obligated to issue issue, and L/C Participants shall have no obligation to participate in, 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 Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that such Existing Letters of Credit shall be replaced by letters of credit issued by Xxxxx Fargo, as Issuing Lender, pursuant to and under the terms of this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 5.2(e) and Section 5.2(f) 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit or Commitment; (b) the Revolving Credit Total Outstandings would exceed the Revolving aggregate Commitments; and (c) the Total Credit Exposure of any Lender would exceed such Lender’s Commitment. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) 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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the Dollar Equivalent of L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) 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 $25,000, in 500,000 or the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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) 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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law 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, if the issuance of letters of credit generally or such Letter of Credit in particular would violate one or shall impose upon such more policies of the Issuing Lender with respect applicable 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedgenerally. 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 has 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 (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required 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 the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.1(c), agrees to issue standby or commercial letters of credit (such letters of credit, collectively with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, the “Letters of Credit”) for the account of the Parent Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Original Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any such Letter of Credit if, if after giving effect to such issuance, issuance (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)Issuing Lender, (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,0001,000,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 (or such longer period as the Issuing Lender may agree) 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 one year after the Maturity Date (provided that any Letter of Credit Expiration outstanding after the Maturity Date shall be Cash Collateralized) and (iiiiv) 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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” 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. 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are Clauses 3.01 and ------------ 3.02 hereof, the Borrower may request one or more Disbursements on any Banking Day during the Availability Period by delivering to the Facility Agent and EXIM a Notice of Drawing no later than 12:00 noon (New York City time) at least three (3) Banking Days (or such shorter period to which the Facility Agent and EXIM may agree) in advance of the proposed Borrowing Date. The Notice of Drawing shall specify (a) the Borrowing Date (which shall be a Banking Day) in respect of the Disbursement or Disbursements, as relevant, (b) subject to Clause 2.01, the amount of the proposed Disbursement or Disbursements, as relevant and (c) if such Disbursement initially will bear interest at the Floating Rate, the duration of the initial Interest Period in respect of such Disbursement which duration shall be a period of one (1) day, one (1) week or one (1), three (3) or six (6) months in any case as may be agreed by the Facility Agent and the Borrower, provided, however, if the Facility Agent and the Borrower cannot satisfiedagree on the duration of an Interest Period, the duration shall be one (1) month. References herein At least three (3) Banking Days (or such shorter period to “issue” which the Facility Agent may agree) prior to the end of each Interest Period, the Borrower shall notify the Lender of the duration which it has selected for the next succeeding Interest Period. Subject to the provisions of the definition of "Interest Period," such duration shall be one (1) day, one (1) week or one (1), three (3) or six (6) months as may be agreed between the Facility Agent and derivations thereof the Borrower, provided, however, if the Facility Agent and the Borrower cannot agree on the duration of an Interest Period, the duration shall be one (1) month. In the event that the Borrower fails to select the duration of an Interest Period in accordance with respect the provisions of this Clause 2.03, the Borrower shall be deemed to Letters have selected an Interest Period with a duration of Credit shall also include extensions or modifications of any outstanding Letters of Credit, one (1) month unless the context otherwise requiresexisting Interest Period has a duration of one (1) week or one (1) day in which case the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) day.

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 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 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 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, 36 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 xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Funding Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit and documentary letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Effective Date up to through but not including the Letter of 5th Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Letter of Credit Obligations would exceed the L/C Sublimit Letter of Credit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000500,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of 5th Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the 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 Participant to letters of credit generally or such Letter of Credit in particular exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements 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 Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for such Lender’s Alternative Currency Commitment. All Committed Loans comprising the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may same Borrowing under this Agreement shall 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 made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderLender and the Administrative Agent; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit Commitment or (bii) the aggregate principal amount of outstanding Revolving Credit Outstandings 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 (iA) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as 25,000 unless otherwise agreed to by the applicable Issuing Lender, (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), (ii) 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 applicable Issuing Lender), which date shall be no later than the earlier of (1) one (1) year after the date of its issuance (but any Letter of Credit Expiration 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 (iiiD) be subject to the ISP98 and/or, to the extent applicable, 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 laws of the State of New York. No 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. The Issuing Lender shall not at any time be obligated to issue issue, and the L/C Participants shall have no obligation to participate in, 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 Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 Restatement Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 Restatement 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.

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 to, but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,00010,000, in the case of a commercial Letter of Credit, or $50,00025,000, in the case of a standby Letter of Credit (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 (B) 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, applicable or in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the 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.

Availability. Subject The Borrower will not permit the sum of Availability, plus the Canadian Availability and the European Availability (as those terms are defined in the Canadian Credit Agreement), to be less than the terms following amounts during the following periods: (i) $1,500,000 beginning on September 29, 2008 and conditions hereofcontinuing through and including November 30, each Issuing Lender2008, and (ii) $2,000,000 at all times prior to September 29, 2008 and beginning on and at all times after December 1, 2008." By signing in reliance on the agreements space provided below and accepting the increased liquidity resulting from the above amendment and restatement of the Revolving Credit Lenders availability covenant set forth in Section 3.4(a2.6(d), Bxxxxxxx agrees to issue standby or commercial Letters of Credit that it will use the proceeds generated from such amendment solely in an aggregate amount not to exceed its L/C Commitment for connection with expenses associated with the account completion of the Hxxxxxx Xxxxxx Order. Any use of such proceeds other than in connection with expenses associated with completion of the Hxxxxxx Xxxxxx Order will constitute an Event of Default under the Credit Agreement. The Credit Agreement, all of the Loan Documents and each term and condition thereof remain in full force and effect as amended hereby. Borrower orreaffirms, subject ratifies and approves all of its obligations under the Credit Agreement and the Loan Documents, as amended hereby, and represents and warrants that no further approvals or authorizations are necessary for Borrower to Section 3.9execute this Letter Agreement. At the same time, nothing in this Letter Agreement is intended to waive, or shall waive, any Restricted Subsidiary thereof, Letters Defaults or Events of Default that exist under the Credit may be issued Agreement or the Loan Documents 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) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date hereof (including without limitation the Defaults and Events of issuance or last renewal Default identified in Lender's letters to Borrower dated September 5, 2008 and September 23, 2008); all 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date 's rights and (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 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 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 remedies with respect to letters such Defaults or Events of credit generally or such Default are expressly preserved. This 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 Agreement contains the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as entire understanding of the Closing Date parties in connection with the subject matter hereof and that cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Letter Agreement. This Letter Agreement shall be deemed part of the Credit Agreement and the Loan Documents for all purposes and may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, and all of such Issuing Lender in good xxxxx xxxxx material counterparts together shall constitute but one and the same agreement. Further, facsimile copies of signatures shall be treated as original signatures for all purposes. Please sign below to itindicate your acknowledgment and agreement with the foregoing terms. Very truly yours, or (C) the conditions set forth in Section 6.2 are not satisfiedHXXXXXX XXXXXX CORP. References herein to “issue” and derivations thereof with respect to Letters By: /s/ Pxxxx X. Xxxx Its: EVP & CFO [Acknowledgment signatures begin on next page] [Acknowledgment signatures continued from prior page] ACKNOWLEDGED AND AGREED TO this 29th day of Credit shall also include extensions or modifications of any outstanding Letters of CreditSeptember, unless the context otherwise requires.2008. DELPHAX TECHNOLOGIES INC. By: /s/ Gxxxxxx X. Xxxxxxx Its: CFO + VP, Finance DELPHAX TECHNOLOGIES CANADA LIMITED By: /s/ Gxxxxxx X. Xxxxxxx Its: CFO + VP, Finance

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Application Documents 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 Maturity Date and (iv) unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit Expiration Date and (iii) is issued by it, be subject to the Uniform CustomsISP, 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 Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the Issuing Lender is not otherwise compensated) not in effect on the Closing Second Amendment Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Second Amendment Effective Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (D) 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 or (E) any 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 Borrower or such Lender to eliminate the Issuing Lender’s actual or 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 that Letter of Credit and all other L/C Obligations as to which 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 modifications of any outstanding 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 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 Borrowers or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as 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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (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 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 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 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 xxxxx xxxxx material to it, or (CB) the 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. 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.

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(a2.03(e), 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 any Borrower or, subject to Section 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Effective Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility 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 or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentSublimit. 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 $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Expiration may, upon the request of the applicable Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period 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) 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 unless otherwise agreed by the applicable Issuing Lender and the applicable Borrower, be subject to ISP 98 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 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 Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 4.02 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)3.4, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 Restatement Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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 Restatement 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.

Availability. Subject to the terms and conditions hereof, each the 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 (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentCommitment of all Revolving Credit Lenders. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed is acceptable to by the applicable Issuing Lender and the Administrative Agent)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 (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 applicable Issuing Lender)Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date but a Letter of Credit Expiration Date 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 (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each 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 or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower or, subject to Section 3.9, (which may support the obligations of any Restricted Subsidiary thereof, Letters of Credit may be issued the Parent Borrower) on any Business Day from the Closing Date up to to, but not including including, the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform CustomsISP98,, 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 xxxxx xxxxx material to it, or (C) the 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.47 103755581_3 119311063_5

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a3.04(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued Borrowers on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit Commitment or (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (iA) be denominated in Dollars in a minimum amount of $25,000100,000.00, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (iiB) be a standby letter of credit issued to support obligations of the Borrowers or any other Loan Party, contingent or otherwise, incurred in the ordinary course of business, (C) 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 Letter of Credit Expiration Maturity Date unless the L/C Obligations have been Cash Collateralized no later than the Maturity Date and (iiiD) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkTexas. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000500,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the Letter of Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 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 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedMinnesota. 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. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or and commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 applicable Issuing Lender), which date shall be no later than the third Business Day prior to the Revolving Credit Maturity Date; provided, that any Letter of Credit Expiration 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 if, on or before the Revolving Credit Maturity Date, the Borrowers shall Cash Collateralize the 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 (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkIllinois. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CC(B) the conditions set forth in Section 6.2 are not satisfied, or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other 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 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit Commitmentissued 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 shall: (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 a date no more than the earlier of (A) twelve (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 reasonably acceptable to the applicable Issuing Lender)) and (B) the fifth (5th) Business Day prior to the Maturity Date, which date unless the Borrower shall be no later than have 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 Expiration not later than five (5) Business Days prior to the Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (iii5th) Business Day prior to the Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Maturity Date in an amount equal to 103% of the L/C Obligations of such Letter of Credit, and 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 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 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 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 xxxxx xxxxx material to it, or (CB) the 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.

Availability. Subject to the terms and conditions hereofof this Agreement, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), Swingline Lender agrees to issue standby or commercial Letters of Credit in an aggregate amount not make Swingline Loans to exceed its L/C Commitment for the account of the Borrower or, subject from time to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day time from the Closing Date up to through, but not including including, the Letter Swingline Termination Date; provided, that the aggregate principal amount 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, all outstanding Swingline Loans (after giving effect to any amount requested and the payment or prepayment of outstanding Loans or unreimbursed draws on Letters of Credit with the proceeds of such issuanceborrowing) at any time, shall not exceed the lesser of (ax) the L/C Obligations would exceed Total Commitment in effect at such time less the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter sum of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) 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 applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 orderall outstanding Loans at such time, judgment or decree (B) the aggregate Stated Amount 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 Letters of Credit in particular or shall impose upon outstanding at 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 Datetime, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to aggregate amount of all unreimbursed draws under outstanding Letters of Credit at such time, and (y) the Swingline Commitment at such time, and provided further that after the Swingline Lender has received written notice from any Bank that a Default or Event of Default has occurred and stating that no new Swingline Loans are to be made during the continuance of such Default or Event of Default, the Swingline Lender shall also include extensions not make any Swingline Loans until such Default or modifications Event of any outstanding Letters Default has been cured or waived in accordance with the provisions of Creditthis Agreement. Swingline Loans hereunder may be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and may be requested for a period of up to seven (7) days and shall be repaid and may be reborrowed in accordance with the terms hereof. Each Swingline Loan must be for an amount equal to at least $250,000. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. on the Business Day of the requested borrowing, unless so long as the context otherwise requiresSwingline Loan has been requested by the Borrower no later than 3:00 p.m. on such Business Day.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 5.2(e), 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth 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 the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 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 Letter of Credit Expiration Date fifth Business Day prior to the Maturity Date, and (iiiiv) 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 laws of the State of New York, unless otherwise required by the beneficiary of such Letter of Credit. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount standby letter of $25,000credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkIllinois. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable 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.

Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements 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 Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment, to make Eurodollar Rate Loans to the Borrower or the applicable Qualified Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto or substitute service selected by the Administrative Agent) reports a Base Eurocurrency Rate (or AUD Bank Xxxx Reference Rate, for Eurodollar Rate Loans denominated in Australian Dollars, or CDOR Rate, for Eurodollar Rate Loans denominated in Canadian Dollars) for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent 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’s Alternative Currency Commitment; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuanceLoan, (a) the L/C Dollar Equivalent Amount of all Alternative Currency Loans and all Letter of Credit Obligations would with respect to Alternative Currency Letters of Credit shall not exceed the L/C Sublimit or (b) Alternative Currency Sublimit. All Committed Loans comprising the 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 Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this 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 the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (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 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 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 xxxxx xxxxx material to it, or (C) the 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 requiresAvailability.

Availability. Subject From and including the Closing Date and 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(a2.03(e), 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 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility 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 (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such Issuing Lender would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (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 $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period 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) 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 unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 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 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 Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding 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 Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agrees to issue standby or commercial 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 3.93.10, 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 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 provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as 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 Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (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 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 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 6.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof (including Fortegra Indemnity) on any Business Day from the Closing Restatement Effective Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the aggregate U.S. Revolving Credit Outstandings Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit CommitmentExposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (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 applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New YorkLender. No 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 such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C 56 Participant to exceed any limits imposed by, any applicable 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 xxxxx xxxxx material to it, or (C) the 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; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.

Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lender, 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 or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) 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 through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as may be agreed to by the applicable Issuing Lender Administrative Agent and the Administrative 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 applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/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 laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (Ax) 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 Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having y) any L/C Participant is at that time a Defaulting Lender, unless the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibithas entered into arrangements, or request that such including the delivery of Cash Collateral, satisfactory to the Issuing Lender refrain from, (in its sole discretion) with the issuance of letters of credit generally Borrower or such L/C Participant, to eliminate the Issuing Lender’s actual or 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 in particular then proposed to be issued or shall impose upon such Issuing Lender with respect to letters of credit generally or such that Letter of Credit in particular any restriction or reserve or capital requirement (for and all other L/C Obligations as to which such the Issuing Lender is not otherwise compensated) not has actual or potential Fronting Exposure, as it may elect 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 xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedits sole discretion. 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. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other 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 Parent Borrower or, subject to Section 3.9, (which may support the obligations of any Restricted Subsidiary thereof, Letters of Credit may be issued the Parent Borrower) on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentCommitment or (c) the Revolving Credit Outstandings with respect to the Parent Borrower would exceed the Parent Borrower Sublimit. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender in good xxxxx xxxxx material to it, or (C) the conditions set forth in Section 6.2 5.2 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.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, 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 (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration 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 the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a 139669560_5 143643579_6 CORE/3001926.0117/166889384.1 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 (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 applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) 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 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 laws of the State of New York. No 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 such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 such the 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 the Issuing Lender as of the Closing Date and that such the Issuing Lender in good xxxxx xxxxx material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. 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.