Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees, from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue on behalf of Article IV, the Administrative Agent shall, or any other Lender Lenders in its sole discretion may, issue letters their respective Commitment Percentages Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrowers or BPIany of them and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to time on any Business Day designated by the applicable Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of such Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing LenderBorrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 24 months after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is subsequent to five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Commitment Termination Date, (ii) the Loan Balance plus the L/C Exposure shall not exceed at any time the lesser of the Commitment Amount or the Borrowing Base, and (iii) the L/C Exposure shall not exceed at any time $5,000,000. (b) Prior to any Letter of Credit will not be renewed. Prior to issuing Payment in respect of any Letter of Credit, the applicable Issuing each Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.be

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such the Issuing Lender may reasonably require, and subject to the provisions of Section 2.1 and Article IV, the Administrative Agent shall, or any other Issuing Lender in its sole discretion may, shall issue letters of credit denominated in Dollars or in any an Agreed Currency for the account of Brightpoint the Borrower (or BPIfor the account of the Borrower and any of its Subsidiaries, provided that the Borrower's obligations hereunder with respect thereto shall be several and not joint), on terms as are satisfactory to such the Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI Borrower by an the Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount aggregate amount of the Revolving Credit Advances, the Swing Line Loans and the L/C Obligations at such time would exceed the Aggregate Revolving Loan Commitments Commitment at such time or (ii) the aggregate outstanding Dollar Amount amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)30,000,000; and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt of duly executed applications thereforAs a subfacility under the Credit Facility, subject to, and such other documentsupon the terms and conditions contained herein, instructions on and agreements as such Issuing after the Closing Date until the Termination Date, Lender may reasonably require, and subject agrees to the provisions of Article IV, the Administrative Agent shall, issue or any other Lender in its sole discretion may, cause an Affiliate to issue standby letters of credit denominated in Dollars or in any Agreed Currency sight commercial letters of credit for the account of Brightpoint or BPIa Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, on terms as are satisfactory to such Issuing Lender“Letters of Credit”); provided, howeverthat, that no (a) the aggregate Letter of Credit Usage will not at any time exceed $2,000,000 and (b) as of the date of the issuance of any Letter of Credit, and after giving effect thereto, the aggregate amount of the Revolving Loans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Maximum Credit. The form and substance of each Letter of Credit will be subject to approval by Lxxxxx and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Lxxxxx as a condition to the issuance, amendment, extension or renewal of any Letter of Credit. Each Letter of Credit will be issued for the account of any Brightpoint or BPI a term not to exceed 365 days, as designated by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)a Borrower; and provided, furtherthat, that no Letter of Credit shall be issued which has will have an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Maturity Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit maywill be issued under, upon and subject to, the request additional terms and conditions of the applicable Borrowerletter of credit agreements, include applications and any related documents required by Lender. Each drawing paid under a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request deemed a Revolving Loan and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies will be repaid by Borrowers in accordance with the provisions terms and conditions of this Section 2.21. If Agreement applicable to Revolving Loans; provided, that, if Revolving Loans are not available for any reason at the Administrative Agent notifies the applicable Issuing Lender that it time any drawing is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfiedpaid by Lxxxxx, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such Issuing Lender shall issue amount from the date such Letter drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of Credit as requestedinterest then applicable to Revolving Loans. The applicable Issuing Lender shall give In such event Borrowers agree that Lxxxxx may charge the Administrative Agent and each Lender prompt notice of Loan Account or debit any deposit account maintained by any Loan Party for the issuance amount of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdrawing.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees, from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is 30 days prior to the provisions Revolving Commitment Termination Date, to issue, on behalf of Article IVthe Lenders in their respective Percentage Shares, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrowers, or BPIany combination of them, and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to time on any Business Day designated by the Borrowers following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of each of the Borrowers therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrowers may request; provided, however, that (i) no Letter of Credit will be issued for shall have an expiration date which is more than 365 days after the account of any Brightpoint issuance thereof or BPI by an Issuing Lender if on subsequent to one Business Day prior to the date of issuance, before or after taking such Letter of Credit into accountRevolving Commitment Termination Date, (iii) Revolving Obligations shall not exceed at any time the Dollar Amount lesser of the Revolving Credit Obligations at such time would exceed Commitment Amount or the Aggregate Revolving Loan Commitments at such time or Borrowing Base, (iiiii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million Exposure shall not exceed at any time $15,000,000, and 00/100 Dollars ($40,000,000); and provided, further, that iv) no Letter of Credit shall be issued which has in an expiration date more amount less than one year after $50,000. (b) Prior to any Letter of Credit Payment in respect of any Letter of Credit, each Lender shall be deemed to be a participant through the date Agent with respect to the relevant Letter of issuance Credit in the obligation of the Agent, as the issuer of such Letter of Credit or Credit, in an expiration date later than amount equal to the date Percentage Share of such Lender of the maximum amount which is five (5) Business Days immediately preceding the Termination Date; providedor at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit Lender shall be treated as Letters having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrowers to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) Each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the Agent, as the issuer of such Letter of Credit, for the amount of each Letter of Credit hereunderPayment under such Letter of Credit. Each Letter of Credit may, upon Payment shall be deemed to be a Base Rate Revolving Loan by each Lender to the request extent of funds delivered by such Lender to the applicable Borrower, include a provision whereby Agent with respect to such Letter of Credit Payment and shall to such extent be deemed a Base Rate Revolving Loan under and shall be renewed automatically for additional consecutive periods evidenced by the Revolving Note of 12 months such Lender. In the event that a Default has occurred and is continuing under Sections 7.1(f) or less (but not beyond the date that is five Business Days prior g), an amount equal to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such any Letter of Credit will not Payment made after the occurrence of such Default shall be renewedpayable by the Borrowers upon demand by the Agent. Prior Notwithstanding anything contained herein or any other Loan Document (including any Letter of Credit Application), but subject to the provisions of Section 2.13, neither the Agent as the issuing bank nor any Lender shall have any right to require any Borrower to prepay any amounts for which the Agent as the issuing bank or any Lender might become liable under any Letter of Credit. (d) EACH LENDER AGREES TO INDEMNIFY THE AGENT, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21AS THE ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthTHE AGREEMENTS IN THIS SECTION 2.2(d) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

Letter of Credit Facility. Upon receipt of duly executed applications thereforAs a subfacility under the Credit Facility, subject to, and such other documentsupon the terms and conditions contained herein, instructions on and agreements as such Issuing after the Closing Date until the Termination Date, Lender may reasonably require, and subject agrees to the provisions of Article IV, the Administrative Agent shall, issue or any other Lender in its sole discretion may, cause an Affiliate to issue standby letters of credit denominated in Dollars or in any Agreed Currency sight commercial letters of credit for the account of Brightpoint or BPIa Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, on terms as are satisfactory to such Issuing Lender“Letters of Credit”); provided, howeverthat, that no (a) the aggregate Letter of Credit Usage will not at any time exceed $1,000,000 and (b) as of the date of the issuance of any Letter of Credit, and after giving effect thereto, the aggregate amount of the Revolving Loans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Maximum Credit. The form and substance of each Letter of Credit will be subject to approval by Xxxxxx and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Xxxxxx as a condition to the issuance, amendment, extension or renewal of any Letter of Credit. Each Letter of Credit will be issued for the account of any Brightpoint or BPI a term not to exceed 365 days, as designated by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000)a Borrower; and provided, furtherthat, that no Letter of Credit shall be issued which has will have an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Maturity Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit maywill be issued under, upon and subject to, the request additional terms and conditions of the applicable Borrowerletter of credit agreements, include applications and any related documents required by Lender. Each drawing paid under a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request deemed a Revolving Loan and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies will be repaid by Borrowers in accordance with the provisions terms and conditions of this Section 2.21. If Agreement applicable to Revolving Loans; provided, that, if Revolving Loans are not available for any reason at the Administrative Agent notifies the applicable Issuing Lender that it time any drawing is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfiedpaid by Xxxxxx, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such Issuing Lender shall issue amount from the date such Letter drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of Credit as requestedinterest then applicable to Revolving Loans. The applicable Issuing Lender shall give In such event Borrowers agree that Xxxxxx may charge the Administrative Agent and each Lender prompt notice of Loan Account or debit any deposit account maintained by any Loan Party for the issuance amount of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdrawing.

Letter of Credit Facility. Upon three (3) days notice and receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article ARTICLE IV, the Administrative Agent shall, First Chicago shall or any other Lender Lender, in its sole discretion discretion, may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower (First Chicago or BPIsuch other Lender in such capacity being hereinafter referred to as an "ISSUING LENDER"), on terms as are satisfactory to such Issuing Lender; providedPROVIDED, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, furtherHOWEVER, that no Letter of Credit shall be issued which has an expiration date more than one year after if on the date of issuance issuance, before and after giving effect to such issuance, (i) the Revolving Loan Obligations equal or exceed the Maximum Revolving Loan Amount or (ii) the aggregate outstanding amount of such the L/C Obligations exceeds $2,000,000. Notwithstanding anything to the contrary set forth above, no Letter of Credit or shall be issued which has an expiration date later than the date which is five (5) Business Days immediately preceding before the Termination Date; provided, further, that although such letters of credit were issued prior to . If the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Borrower applies for a Letter of Credit mayfrom any Lender other than First Chicago, upon the request Borrower shall simultaneously notify the Agent of the applicable Borrower, include a provision whereby proposed amount and expiration date of such Letter of Credit. The Agent shall promptly notify each Lender and the Borrower whether the issuance of such Letter of Credit would comply with the terms of this SECTION 2.20. Each of the parties hereto agrees that on the Closing Date, those certain letters of credit No. 315771 in the face amount of $500,000 and No. 373183 in the face amount of $75,000 issued by First Chicago for the account of the Borrower, shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior deemed issued pursuant to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not terms hereof and shall for all purposes be renewed. Prior to issuing any Letter considered Letters of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue on behalf of Article IV, the Administrative Agent shall, or any other Lender Lenders in its sole discretion may, issue letters their respective Percentage Shares Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 365 days after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior subsequent to the date of this AgreementFinal Maturity, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such (ii) each automatically renewable Letter of Credit shall provide that it may be renewed automatically for additional consecutive periods of 12 months or terminated by the Agent at its then current expiry date by not less (but not beyond than 30 days' written notice by the date that is five Business Days prior Agent to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and (iii) the conditions described in Article IV have been satisfied, then such Issuing Lender Agent shall not be obligated to issue such any Letter of Credit as requested. The applicable Issuing Lender shall give if (A) the Administrative Agent and each Lender prompt notice face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, (I) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the lesser of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to Maximum Commitment Amount or the Administrative Agent and each Lender on Borrowing Base, or (II) the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthL/C Exposure would exceed $2,000,000.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such the Issuing Lender may reasonably require, and subject to the provisions of Section 2.1.2 and Article IV, the Administrative Agent shall, or any other Issuing Lender in its sole discretion may, shall issue letters Letters of credit Credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint the Borrower (or BPIfor the account of the Borrower and any of its Subsidiaries, provided that the Borrower's obligations hereunder with respect thereto shall be several and not joint), on terms as are satisfactory to such the Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI the Borrower by an the Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the aggregate outstanding Dollar Amount of all of the Revolving Credit Advances and L/C Obligations at such time exceeds or would exceed the Aggregate Revolving Loan Commitments at such time Commitment, (ii) the aggregate outstanding Dollar Amount of all Advances and L/C Obligations in Agreed Currencies other than Dollars would exceed $100,000,000, or (iiiii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars (or would exceed $40,000,000)10,000,000; and provided, further, that no Letter of Credit shall be issued which has an expiration date more later than the earlier of (i) one year after from the date of issuance of such Letter of Credit or an expiration date later than thereof and (ii) the date which is five (5) Business Days immediately preceding the Facility Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Facility Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-then- applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue on behalf of Article IVthe Lenders in their respective Percentage Shares, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 365 days after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is five subsequent to Final Maturity, (5ii) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such each automatically renewable Letter of Credit shall provide that it may be renewed automatically for additional consecutive periods of 12 months or terminated by the Agent at its then current expiry date by not less (but not beyond than 30 days’ written notice by the date that is five Business Days prior Agent to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and (iii) the conditions described in Article IV have been satisfied, then such Issuing Lender Agent shall not be obligated to issue such any Letter of Credit as requested. The applicable Issuing Lender shall give if (A) the Administrative Agent face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Commitment Amount, or (C) the L/C Exposure would not exceed $2,000,000 for Facility A and each Lender prompt notice $2,000,000 for Facility B, never exceeding $2,000,000 in the aggregate for Facility A and Facility B, and (iv) notwithstanding the above, Letters of Credit may be issued for Commodity Hedge Agreements or Rate Management Transactions at the sole discretion of the issuance of any such Letter of Credit Agent up to an amount not to exceed $5,000,000 as evidenced by itthe Note shown on Exhibit 1(A). Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter Any Letters of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, under (iv) above shall be cross-collateralized and cross-defaulted with the maximum amount available to other Obligations hereunder and if drawn shall be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthdue on demand.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees, from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is 30 days prior to the provisions Tranche A Commitment Termination Date, to issue, on behalf of Article IVthe Tranche A Lenders in their respective Percentage Shares, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrowers, or BPIany combination of them, and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to time on any Business Day designated by the Borrowers following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of each of the Borrowers therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrowers may request; provided, however, that (i) no Letter of Credit will be issued for shall have an expiration date which is more than 365 days after the account of any Brightpoint issuance thereof or BPI by an Issuing Lender if on subsequent to one Business Day prior to the date of issuanceTranche A Commitment Termination Date, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) Tranche A Obligations shall not exceed at any time the aggregate outstanding Dollar lesser of the Tranche A Commitment Amount of or the Borrowing Base, (iii) the L/C Obligations exceeds Forty Million Exposure shall not exceed at any time $15,000,000, and 00/100 Dollars ($40,000,000); and provided, further, that iv) no Letter of Credit shall be issued which has in an expiration date more amount less than one year after $50,000. (b) Prior to any Letter of Credit Payment in respect of any Letter of Credit, each Tranche A Lender shall be deemed to be a participant through the date Agent with respect to the relevant Letter of issuance Credit in the obligation of the Agent, as the issuer of such Letter of Credit or Credit, in an expiration date later than amount equal to the date Percentage Share of such Lender of the maximum amount which is five (5) Business Days immediately preceding the Termination Date; providedor at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit Lender shall be treated as Letters having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrowers to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) Each Tranche A Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the Agent, as the issuer of such Letter of Credit, for the amount of each Letter of Credit hereunderPayment under such Letter of Credit. Each Letter of Credit may, upon Payment shall be deemed to be a Base Rate Tranche A Loan by each Tranche A Lender to the request extent of funds delivered by such Lender to the applicable Borrower, include a provision whereby Agent with respect to such Letter of Credit Payment and shall to such extent be deemed a Base Rate Tranche A Loan under and shall be renewed automatically for additional consecutive periods evidenced by the Tranche A Note of 12 months such Lender. In the event that a Default has occurred and is continuing under Sections 7.1(f) or less (but not beyond the date that is five Business Days prior g), an amount equal to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such any Letter of Credit will not Payment made after the occurrence of such Default shall be renewedpayable by the Borrowers upon demand by the Agent. Prior Notwithstanding anything contained herein or any other Loan Document (including any Letter of Credit Application), but subject to the provisions of Section 2.13, neither the Agent as the issuing bank nor any such Lender shall have any right to require any Borrower to prepay any amounts for which the Agent as the issuing bank or any Lender might become liable under any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue on behalf of Article IV, the Administrative Agent shall, or any other Lender Lenders in its sole discretion may, issue letters their respective Percentage Shares Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower and/or the benefit of any Subsidiary of the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 365 days after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is five subsequent to Final Maturity, (5ii) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such each automatically renewable Letter of Credit shall provide that it may be renewed automatically for additional consecutive periods of 12 months or terminated by the Agent at its then current expiry date by not less (but not beyond than 30 days' written notice by the date that is five Business Days prior Agent to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and (iii) the conditions described Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, (B) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Commitment Amount, or (C) the L/C Exposure would exceed $3,000,000. (b) Prior to any payment in Article IV have been satisfiedrespect of any Letter of Credit, then such Issuing each Lender shall issue be deemed to be a participant through the Agent with respect to the relevant Letter of Credit in the obligation of the Agent, as the issuer of such Letter of Credit as requestedCredit, in an amount equal to the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. The applicable Issuing Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall give be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Administrative Agent and each Lender prompt notice in the obligation of the issuance Borrower to reimburse the Agent, as the issuer of any such Letter of Credit Credit, for any amounts payable, paid, or incurred by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on Agent, as the first Business Day issuer of each month a written reportsuch Letter of Credit, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby Credit. (c) Each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or commercial Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the maximum Agent, as the issuer of such Letter of Credit, for the amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued Payment under such Letter of Credit. Each payment in respect of any Letter of Credit shall be deemed to be a Floating Rate Loan by each Lender to the extent of funds delivered by such Issuing Bank during Lender to the previous monthAgent with respect to such payment and shall to such extent be deemed a Floating Rate Loan under and shall be evidenced by the Note of such Lender. (d) EACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, AS THE ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE WHETHER SOLE OR CONCURRENT OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue on behalf of Article IVthe Lenders in their respective Percentage Shares, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 365 days after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is five subsequent to Final Maturity, (5ii) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such each automatically renewable Letter of Credit shall provide that it may be renewed automatically for additional consecutive periods of 12 months or terminated by the Agent at its then current expiry date by not less (but not beyond than 30 days’ written notice by the date that is five Business Days prior Agent to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and (iii) the conditions described Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Borrowing Base, or (C) the L/C Exposure would exceed $2,000,000, and (iv) notwithstanding the above, Letters of Credit may be issued for Commodity Hedge Agreements or Rate Management Transactions at the sole discretion of the Agent up to an amount not to exceed $5,000,000 as evidenced by the Note shown on Exhibit I(A). Any Letters of Credit issued under (iv) above shall be cross-collateralized and cross-defaulted with the other Obligations hereunder and if drawn shall be due on demand. (b) Prior to any payment in Article IV have been satisfiedrespect of any Letter of Credit, then such Issuing each Lender shall issue be deemed to be a participant through the Agent with respect to the relevant Letter of Credit in the obligation of the Agent, as the issuer of such Letter of Credit as requestedCredit, in an amount equal to the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. The applicable Issuing Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall give be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Administrative Agent and each Lender prompt notice in the obligation of the issuance Borrower to reimburse the Agent, as the issuer of any such Letter of Credit Credit, for any amounts payable, paid, or incurred by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on Agent, as the first Business Day issuer of each month a written reportsuch Letter of Credit, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby Credit. (c) Each Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or commercial Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the maximum Agent, as the issuer of such Letter of Credit, for the amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued Payment under such Letter of Credit. Each payment in respect of any Letter of Credit shall be deemed to be a Floating Rate Loan by each Lender to the extent of funds delivered by such Issuing Bank during Lender to the previous monthAgent with respect to such payment and shall to such extent be deemed a Floating Rate Loan under and shall be evidenced by the Note of such Lender. (d) EACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, AS THE ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

Letter of Credit Facility. Upon receipt the terms and conditions (including the right of duly executed applications thereforthe Lender to decline to issue, and renew or extend any such other documents, instructions and agreements Letter of Credit so long as such Issuing Lender may reasonably require, and subject any condition to the provisions issuance, renewal or extension of Article IVsuch Letter of Credit set forth in Section 3.3 has not been satisfied) and relying on the representations and warranties contained in this Agreement, the Administrative Agent shallLender agrees, or any other Lender in its sole discretion mayfrom the date of this Agreement until the date which is 30 days prior to the Commitment Termination Date, to issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit under the Facility for the account of Brightpoint the Borrower and to renew and extend such Letters of Credit. Such Letters of Credit shall be issued, renewed or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Lender of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and a Letter of Credit Application. Such Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that (i) no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into accountshall have an expiration date which is less than 30 days prior to the Commitment Termination Date, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of Loan Balance plus the L/C Obligations exceeds Forty Million Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the Revolving Commitment Amount, (iii) the L/C Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the L/C Sublimit and 00/100 Dollars ($40,000,000); and provided, further, that iii) no such Letter of Credit shall be issued which has in an expiration date more amount less than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous month$10,000.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Lender, agrees from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is thirty days prior to the provisions Commitment Termination Date, to issue Letters of Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrower and/or the benefit of any Subsidiary of the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or BPIextended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Lender of the written (or oral, on terms confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrower may request; provided, however, that no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has have an expiration date which is more than one year 365 days after the date of issuance of such Letter of Credit thereof or an expiration date later than the date which is five subsequent to Final Maturity, (5ii) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such each automatically renewable Letter of Credit shall provide that it may be renewed automatically for additional consecutive periods of 12 months or terminated by the Lender at its then current expiry date by not less (but not beyond than 30 days' written notice by the date that is five Business Days prior Lender to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and (iii) the conditions described in Article IV have been satisfied, then such Issuing Lender shall not be obligated to issue such any Letter of Credit as requested. The applicable Issuing Lender shall give if (A) the Administrative Agent face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, (B) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Commitment Amount, or (C) the L/C Exposure would exceed $2,000,000 and each Lender prompt notice (iv) notwithstanding the above, Letters of Credit may be issued for Commodity Hedge Agreements or Rate Management Transactions at the sole discretion of the issuance of any such Letter of Credit by itLender. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter Any Letters of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, under (iv) above shall be cross-collateralized and cross-defaulted with the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthother Obligations hereunder.

Letter of Credit Facility. Upon receipt of duly executed applications therefor, Subject to and such other documents, instructions upon the terms and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Article IVconditions herein set forth, the Administrative Agent shall, or any other Lender in its sole discretion may, Borrower may request and FNB-O on behalf of the Revolving Lenders shall issue letters of credit denominated in Dollars or in any Agreed Currency from time to time for the account of Brightpoint the Borrower or BPI, on terms as are satisfactory to such Issuing Lenderone or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, however, that FNB-O shall have no Letter of Credit will be issued for the account of any Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and 00/100 Dollars ($40,000,000); and provided, further, that no Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized obligation to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to unless at such time the Administrative Agent and each Lender on Borrower meets all the first Business Day of each month a written reportconditions for an Advance under the Base Revolving Credit Facility and, with respect to each outstanding after such issuance, the aggregate Letter of Credit issued by Amount outstanding will not exceed $15,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility and no Potential Event of Default or Event of Default shall have occurred or be continuing, including a default of the Leverage Ratio covenant under Section 4.19, all as more specifically set forth in this Agreement. The Revolving Lenders shall be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of this Agreement any draws on such Issuing Lender, summarizing whether such Letters of Credit and shall be entitled to share pro rata in the Letter of Credit is a standby or commercial Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit, the maximum amount Credit Amount outstanding at any time shall operate to reduce amounts available to be drawn thereonunder the Base Revolving Credit Facility by such sum, and shall be deemed to be outstanding for purposes of calculating the beneficiary and the issuance and expiration dates thereofcommitment fee under Section 2.2 (a) of this Agreement. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each No Letter of Credit shall have a maturity date occurring later than the Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Lenders, may issue one or more Letters of Credit in an aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Agreement (a "Non-Conforming Letter of Credit"), but no other Revolving Lender shall be obligated to fund any draws on such Non-Conforming Letters of Credit and shall not be entitled to share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) to a "loan" or "loans" made under this Agreement shall include the Letters of Credit, and, for purposes of Article VII, amounts outstanding under the Notes shall be deemed to include amounts available to be drawn and unreimbursed drawings under issued by such Issuing Bank during the previous monthand outstanding Letters of Credit.

Letter of Credit Facility. (a) Upon receipt the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees, from the date of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject this Agreement until the date which is 30 days prior to the provisions Tranche A Commitment Termination Date, to issue, on behalf of Article IVthe Tranche A Lenders in their respective Percentage Shares, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters Letters of credit denominated in Dollars or in any Agreed Currency Credit for the account of Brightpoint the Borrowers, or BPIany combination of them, and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to time on any Business Day designated by the Borrowers following the receipt in accordance with the terms hereof by the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of each of the Borrowers therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as are satisfactory to such Issuing Lenderthe Borrowers may request; provided, however, that (i) no Letter of Credit will be issued for shall have an expiration date which is more than 365 days after the account of any Brightpoint issuance thereof or BPI by an Issuing Lender if on subsequent to one Business Day prior to the date of issuanceTranche A Commitment Termination Date, before or after taking such Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) Tranche A Obligations shall not exceed at any time the aggregate outstanding Dollar lesser of the Tranche A Commitment Amount of or the Borrowing Base, (iii) the L/C Obligations exceeds Forty Million Exposure shall not exceed at any time $20,000,000, and 00/100 Dollars ($40,000,000); and provided, further, that iv) no Letter of Credit shall be issued which has in an expiration date more amount less than one year after $50,000. (b) Prior to any Letter of Credit Payment in respect of any Letter of Credit, each Tranche A Lender shall be deemed to be a participant through the date Agent with respect to the relevant Letter of issuance Credit in the obligation of the Agent, as the issuer of such Letter of Credit or Credit, in an expiration date later than amount equal to the date Percentage Share of such Lender of the maximum amount which is five (5) Business Days immediately preceding the Termination Date; providedor at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), further, that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit Lender shall be treated as Letters having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrowers to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) Each Tranche A Lender shall be unconditionally and irrevocably liable, without regard to the occurrence of any Default or Event of Default, to the extent of the Percentage Share of such Lender at the time of issuance of each Letter of Credit, to reimburse, on demand, the Agent, as the issuer of such Letter of Credit, for the amount of each Letter of Credit hereunderPayment under such Letter of Credit. Each Letter of Credit may, upon Payment shall be deemed to be a Base Rate Tranche A Loan by each Tranche A Lender to the request extent of funds delivered by such Lender to the applicable Borrower, include a provision whereby Agent with respect to such Letter of Credit Payment and shall to such extent be deemed a Base Rate Tranche A Loan under and shall be renewed automatically for additional consecutive periods evidenced by the Tranche A Note of 12 months such Lender. In the event that a Default has occurred and is continuing under Sections 7.1(f) or less (but not beyond the date that is five Business Days prior g), an amount equal to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such any Letter of Credit will not Payment made after the occurrence of such Default shall be renewedpayable by the Borrowers upon demand by the Agent. Prior Notwithstanding anything contained herein or any other Loan Document (including any Letter of Credit Application), but subject to the provisions of Section 2.13, neither the Agent as the issuing bank nor any such Lender shall have any right to require any Borrower to prepay any amounts for which the Agent as the issuing bank or any Lender might become liable under any Letter of Credit. (d) EACH TRANCHE A LENDER AGREES TO INDEMNIFY THE AGENT, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the provisions of this Section 2.21AS THE ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO TRANCHE A LENDER (OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and the conditions described in Article IV have been satisfied, then such Issuing Lender shall issue such Letter of Credit as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of any such Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or commercial Letter of Credit, the maximum amount available to be drawn thereon, and the beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of each Letter of Credit issued by such Issuing Bank during the previous monthTHE AGREEMENTS IN THIS SECTION 2.2(d) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.