Common use of Letter of Credit Request Clause in Contracts

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower Company may request the issuance of, and the each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Financial Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of and Performance Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower Company shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice an Application requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Performance Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower Company shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice an Application requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuanceissuance or amendment, amendment or creation(i) subject to Section 2.04(d) and Section 2.12(b), the aggregate LC Exposure (or the Dollar Equivalent thereof) plus of the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall Credit Exposures would exceed the Aggregate Commitments, (ii) subject to Section 2.04(d) and Section 2.12(b), the Dollar Equivalent of the sum of the aggregate outstanding Revolving Advances and the LC Exposure in respect of Financial Letters of Credit would exceed the Revolving Facility Sublimit or (iii) subject to Section 2.12(b), the Dollar Equivalent of the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing Lender exceeds such Issuing Lender’s Applicable LC Sublimit. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The BorrowerCompany’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and the each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Financial Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of and Performance Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice an Application requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Performance Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice an Application requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuanceissuance or amendment, amendment or creation, (i) the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate CommitmentsCommitments or (ii) the aggregate LC Exposure (or the Dollar Equivalent thereof) in respect of Financial Letters of Credit plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Revolving Facility Sublimit. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject The Borrower shall give to the terms and conditions set forth herein, Agent a written notice in the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements form of the Lenders set forth in Section 2.08 hereof, agrees to issue Letters EXHIBIT H hereto of each Letter of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other requested hereunder (a "LETTER OF CREDIT REQUEST") no less than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven six (6) Business Days prior to the Maturity Date. To request proposed Issuance Date of the issuance of a requested Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative provided that Agent (reasonably in advance of the requested date of issuance, andmay, in any eventits sole discretion, reduce said 6 Business Day period to not less than five 3 Business Days prior to such requested date of issuance) a notice requesting the issuance of such Days. Each Letter of Credit Request shall specify (i) the name and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, of the amount and currency of such requested Letter of Credit, (ii) the type face amount of such Letter of Credit (Performance the requested Letter of Credit, Backing (iii) the proposed Issuance Date and expiration date of the requested Letter of Credit, Financial Letter of Credit or Documentary Letter of Credit(iv) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance proposed form of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith(v) the permitted purpose for which the Letter of Credit will be used, and shall be governed accompanied by a Compliance Certificate demonstrating on a pro forma basis compliance with the covenant set forth in SECTION 9.4 after issuance of the requested Letter of Credit. Such pro forma Compliance Certificate shall take into account all borrowings and loan repayments, the issuance, expiration or cancellation of Letters of Credit (including the requested Letter of Credit), and all Property acquisitions and sales which may have occurred between the end of the last Fiscal Quarter and the proposed Issuance Date. The Agent may also require that the Borrower complete its standard letter of credit application form and submit the same together with the Letter of Credit Request. The Agent shall provide a copy of the Letter of Credit Request to the Lenders at least two (2) Business Days before the Issuance Date of the Letter of Credit. If the issuance of the requested Letter of Credit will not cause the outstanding principal of the Loans to exceed the Maximum Loan Amount and the Agent determines, in its discretion, that it is willing to issue the requested Letter of Credit, and that it is satisfied with the proposed form thereof, the Letter of Credit shall be issued by the terms Agent and each of this Agreementthe Lenders shall then be obligated to the Agent with respect to its Pro Rata Share of the Letter of Credit as provided above in SECTION 2.9.1.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower Applicant Party may request the issuance of, and the applicable Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue at any time and from time to time during the period commencing on the Closing Date and ending on the date that is seven (7) Business Days prior to the Maturity Date, Letters of Credit for the account of the Borrower Applicant Party or for the account of the Borrower Applicant Party on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity DateRelated Entities as described under Section 2.07(b). To request the issuance of a Letter of Credit, the Borrower Applicant Party shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five (5) Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Backing Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower Applicant Party shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three (3) Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment issuance or creationamendment, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate CommitmentsCommitments at such time. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject The Administrative Agent shall have received a Letter of Credit Request meeting the requirements of Section 1.02 with respect to each Letter of Credit to be issued. The occurrence of the Effective Date shall constitute a representation and warranty by each Borrower to the terms Administrative Agent and each of the Lenders that all the conditions set forth hereinspecified in Section 4.01 shall have been satisfied as of that time (provided that, notwithstanding the foregoing, the Borrower may request makes no representation or warranty as to the issuance ofsatisfaction of the Administrative Agent to the extent any such conditions are required to be satisfactory or acceptable to the Administrative Agent). Thereafter, the acceptance of the benefits of each Letter of Credit shall constitute a representation and warranty by the Issuing Lender, in reliance on respective Borrower to the agreements Administrative Agent and each of the Lenders set forth that the conditions specified in Section 2.08 hereof4.02 shall have been met as of that time. All of the certificates, agrees legal opinions and other documents and papers referred to issue Letters of Credit in this Section 4, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the account of the Borrower or for the account each of the Borrower on behalf of, Lenders and in sufficient counterparts or in support of obligations of, any copies for each of the Borrower’s Subsidiaries or, Lenders and shall be in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time form and from time to time during the period from the Closing Date through the date that is seven Business Days prior substance reasonably satisfactory to the Maturity DateAdministrative Agent. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the The Administrative Agent shall promptly provide notice to give the Parent Borrower and each Lender of each issuance of a Letter of Credit hereunder). To request written notice that the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder)Effective Date has occurred. Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creationin this Section 4, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders Issuing Agent shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending not issue any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed in respect of which there is a Limited Fronting Lender if the applicable Participating Issuer is a Defaulting Lender unless such Limited Fronting Lender has entered into arrangements satisfactory to have been issued pursuant hereto, and from and after it with the Closing Date shall be subject Parent Borrower and/or such Defaulting Lender to and governed by the terms and conditions hereof. The Borrowereliminate such Limited Fronting Lender’s reimbursement obligations risk with respect to such Defaulting Lender in respect of each Existing Letter of Credit, and each Credit hereunder in respect of which such Limited Fronting Lender acts as issuer for such Defaulting Lender’s participation obligations in connection therewithPercentage, shall be governed by the terms as applicable, of this AgreementLetter of Credit Outstandings (or any portion thereof).

Letter of Credit Request. Subject to the terms and conditions set forth herein, the 19 The Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Letters of Credit for the account of Holdings or a Restricted Subsidiary so long as Borrower is the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Dateprimary obligor per Section 3.1(a). To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested 20 Insert date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), Day that is at least three (3) Business Days from the date hereof. 21 Insert aggregate initial amount of the Letter of Credit. 22 Insert name and address of beneficiary. 23 Insert brief description of supportable obligations. 24 Insert the beneficiary thereof, last date upon which drafts may be presented which may not be later than the amount and currency dates referred to in Section 3.1(b) of the Credit Agreement. require the Letter of Credit Issuer to make payment under such Letter of Credit, Credit.25] [We hereby request that the type of such Letter of Credit (Performance Issuer, in its individual capacity, amend, renew or extend an existing Letter of Credit that was issued by the Letter of Credit Issuer for the account of [the undersigned]26 on 27 . Such existing Letter of Credit was issued for the benefit of 28 , in the aggregate amount of 29 and has an expiration date of 30 . Attached to this Letter of Credit Request is a description of requested amendment, renewal or extension of such existing Letter of Credit.] Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 7.2 of the Credit Agreement have been satisfied and that, Backing Letter after giving effect to the issuance, amendment, renewal or extension of Credit, Financial the Letter of Credit or Documentary requested hereby, (i) the Letters of Credit Outstanding in respect of the Letter of CreditCredit Issuer shall not exceed $10,000,000 and (ii) and such the aggregate amount of the Lenders’ Revolving Credit Exposures will not exceed the Total Revolving Credit Commitment now in effect. Very truly yours, IMC OP, LP, By: Name: Title: 25 Also include any other information as shall be reasonably necessary to prepare such enable the applicable Letter of Credit Issuer to prepare the Letter of Credit. 26 Insert name of account party instead, if the Letter of Credit was issued for the account of Holdings or a Restricted Subsidiary. 27 Insert date of issuance of the existing Letter of Credit. 28 Insert name and address of beneficiary of the existing Letter of Credit. 29 Insert aggregate amount of the existing Letter of Credit. 30 Insert date of expiration of the existing Letter of Credit. Reference is hereby made to the First Lien Credit Agreement dated as of August 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IMC OP, LP, a Delaware limited partnership (“Borrower”), International Market Centers, Inc., a Maryland corporation, the several banks and other financial institutions or entities from time to time parties thereto as Lenders and Letter of Credit Issuers and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall promptly provide notice have the meanings given to each Lender them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Reference is hereby made to the First Lien Credit Agreement dated as of each issuance of August 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IMC OP, LP, a Delaware limited partnership (“Borrower”), International Market Centers, Inc., a Maryland corporation, the several banks and other financial institutions or entities from time to time parties thereto as Lenders and Letter of Credit hereunderIssuers and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the First Lien Credit Agreement dated as of August 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). To request , among IMC OP, LP, a Delaware limited partnership (“Borrower”), International Market Centers, Inc., a Maryland corporation, the amendment of a several banks and other financial institutions or entities from time to time parties thereto as Lenders and Letter of CreditCredit Issuers and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower shall deliver within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the First Lien Credit Agreement dated as of August 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IMC OP, LP, a Delaware limited partnership (“Borrower”), International Market Centers, Inc., a Maryland corporation, the several banks and other financial institutions or entities from time to time parties thereto as Lenders and Letter of Credit Issuers and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 5.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable Issuing Lender from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent (reasonably with a properly completed and currently effective certificate in advance either the calendar year in which each payment is to be made to the undersigned, or in either of the requested date two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] This Affiliate Assignment Agreement (this “Assignment and Assumption”) is dated as of amendmentthe Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), andreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in any eventaccordance with the Standard Terms and Conditions referred to below and the Credit Agreement, not less than three Business Days prior to such requested date as of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and Effective Date inserted by the Administrative Agent shall promptly provide notice to each as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender of each amendment of a Letter of under the Credit hereunder). Notwithstanding anything Agreement and any other documents or instruments delivered pursuant thereto to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect extent related to such issuance, amendment or creation, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances and percentage interest identified below of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation such outstanding rights and obligations of the immediately preceding sentence Assignor under the respective facilities identified below (including any Guarantees included in writing from such facilities) and (b) to the Administrative Agent prior extent permitted to issuing be assigned under applicable law, all claims, suits, causes of action and any other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or amending unknown, arising under or in connection with the Credit Agreement, any Letter other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Credit the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or creating any Bankers Acceptance hereunderin equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). All Existing Letters of Credit shall be deemed Such sale and assignment is without recourse to have been issued pursuant heretothe Assignor and, except as expressly provided in this Assignment and from and after the Closing Date shall be subject to and governed Assumption, without representation or warranty by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this AgreementAssignor.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower Applicant Party may request the issuance of, and the applicable Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue at any time and from time to time during the period commencing on the Closing Date and ending on the date that is seven (7) Business Days prior to the Maturity Date, Letters of Credit for the account of the Borrower Applicant Party or for the account of the Borrower Applicant Party on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity DateRelated Entities as described under Section 2.07(b). To request the issuance of a Letter of Credit, the Borrower Applicant Party shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five (5) Business Days prior to such requested date of issuance) a notice an Application requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Backing Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower Applicant Party shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three (3) Business Days prior to such requested date of amendment) a notice an Application requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment issuance or creationamendment, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate CommitmentsCommitments at such time. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject Whenever Company desires to the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees cause Administrative Agent or any Lender to issue Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower it shall deliver to the applicable Issuing Lender and the Administrative Agent and that Lender a Letter of Credit Request substantially in the form of Exhibit XIII annexed hereto no later than 1:00 P.M. (reasonably New York time) at least ten (10) Business Days in advance of the requested proposed date of issuance, and, in any event, not less than five Business Days prior issuance or such shorter time as may be acceptable to such requested date of issuance) a notice requesting the issuance of such Issuing Lender. The Letter of Credit and specifying Request shall specify (i) the proposed Issuing Lender, (ii) the proposed date of issuance (which shall be a Business Day), (iii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit; (iv) the face amount of the Letter of Credit, (v) the expiration date of the Letter of Credit, (vi) the name and address of the beneficiary beneficiary, (vii) such other documents or materials as such Issuing Lender may reasonably request, and (viii) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the amount beneficiary which, if presented by the beneficiary in substantial compliance with the terms and currency conditions of the applicable Letter of Credit on or prior to the expiration date of the applicable Letter of Credit, would require the Issuing Lender to make payment under the applicable Letter of Credit; provided that the Issuing Lender, in its sole judgment, may require changes in any such documents and certificates; provided further that the Issuing Lender shall not be required to issue any Letter of Credit that on its terms requires payment thereunder prior to the third Business Day following receipt by the Issuing Lender of such documents and certificates. In determining whether to pay any Letter of Credit, the type of such Issuing Lender shall be responsible only to use reasonable care to determine that the documents and certificates required to be delivered under that Letter of Credit (Performance have been delivered and that they substantially comply on their face with the requirements of that Letter of Credit, Backing Letter . In the case of Standby Letters of Credit, Financial Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and promptly upon the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the shall notify Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, issuance and the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence each such Lender's respective participation therein determined in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreementaccordance with subsection 2.

Letter of Credit Request. Subject to (i) Whenever the terms and conditions set forth hereinBorrower desires that a Letter of Credit be issued, the Borrower may request shall give the issuance of, Paying Agent and the Applicable Issuing Party (with a copy to each Lender) written notice thereof (including by way of facsimile transmission, immediately confirmed in reliance on the agreements writing by submission of the Lenders set forth in Section 2.08 hereof, agrees original of such request by overnight delivery to issue Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, Applicable Issuing Party) prior to (i) in the case of Letters of Credit other than Financial not issued in the United Kingdom, 11:00 A.M. (New York time), and (ii) in the case of Letters of CreditCredit issued in the United Kingdom, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower11:00 A.M. (London time), at any time and from time to time during the period from the Closing Date through the date that is seven least five Business Days (or such shorter period as may be acceptable to such Applicable Issuing Party) prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the proposed date of issuance (which shall be a Business Day), which written notice shall be in a form reasonably satisfactory to the address Applicable Issuing Party (each, a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents that such Applicable Issuing Party customarily requires in connection therewith. As soon as practicable after receiving a Letter of Credit Request from the Borrower, the Paying Agent or any Applicable Issuing Party which requests to have such Letter of Credit issued for the account of the beneficiary Borrower and a Subsidiary of the Borrower, and in any event at least 5 Business Days prior to the issuance of such Letter of Credit pursuant to this Section 2.04, for a Subsidiary that is organized under the laws of a jurisdiction other than the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the amount and currency account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender (a “Protesting Lender”) shall so notify the Borrower, the Paying Agent and/or such Applicable Issuing Party, as the case may be, in writing. With respect to each Protesting Lender, the Borrower shall, effective on or before the date that such Letter of Credit shall be issued, either (A) notify the Paying Agent and the Applicable Issuing Party, as the case may be, and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from an assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), or (B) cancel its request to issue such Letter of Credit to such Subsidiary hereunder. (ii) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Sections 2.04(a) and (b). (iii) Upon its issuance of, or amendment to, any Letter of Credit, the type relevant Applicable Issuing Party shall promptly notify the Borrower, the Paying Agent and the Lenders of such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. Each Applicable Issuing Party shall also give prompt notice to the Paying Agent (Performance Letter which shall promptly notify the Lenders) of Credit, Backing Letter the termination or expiry of Credit, Financial any Fronted Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreementit.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Letters of Credit for the account of the Borrower or Borrower, for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s 's Subsidiaries or, in the case of Letters of Credit other than Financial Performance Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the BorrowerVenture, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Commitment Termination Date. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Financial Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment : (i) the aggregate LC Exposure (or creation, the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Tranche 2 Revolving Advances of all of the Lenders shall exceed the Tranche 2 Maximum Amount or (ii) the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The Total Commitment Amount; and the applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence foregoing clauses (i) and (ii) in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s 's reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s 's participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and the each Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue financial standby Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date; provided that all Letters of Credit must qualify as financial guarantee-type letters of credits under applicable rules and regulations. To request the issuance of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice an Application requesting the issuance of such Letter of Credit and specifying the date of issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type of such Letter of Credit (Performance Letter of Credit, Backing Letter of Credit, Financial Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice an Application requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment issuance or creationamendment, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.

Letter of Credit Request. Subject Whenever Company desires to the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees cause Administrative Agent or any Lender to issue Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrower, at any time and from time to time during the period from the Closing Date through the date that is seven Business Days prior to the Maturity Date. To request the issuance of a Letter of Credit, the Borrower it shall deliver to the applicable Issuing Lender and the Administrative Agent and that Lender a Letter of Credit Request substantially in the form of Exhibit XIII annexed hereto no later than 1:00 P.M. (reasonably New York time) at least ten (10) Business Days in advance of the requested proposed date of issuance, and, in any event, not less than five Business Days prior issuance or such shorter time as may be acceptable to such requested date of issuance) a notice requesting the issuance of such Issuing Lender. The Letter of Credit and specifying Request shall specify (i) the proposed Issuing Lender, (ii) the proposed date of issuance (which shall be a Business Day), (iii) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit; (iv) the face amount of the Letter of Credit, (v) the expiration date of the Letter of Credit, (vi) the name and address of the beneficiary beneficiary, (vii) such other documents or materials as such Issuing Lender may reasonably request, and (viii) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the amount beneficiary which, if presented by the beneficiary in substantial compliance with the terms and currency conditions of the applicable Letter of Credit on or prior to the expiration date of the applicable Letter of Credit, would require the Issuing Lender to make payment under the applicable Letter of Credit; provided that the Issuing Lender, in its sole judgment, may require -------- changes in any such documents and certificates; provided further that the -------- ------- Issuing Lender shall not be required to issue any Letter of Credit that on its terms requires payment thereunder prior to the third Business Day following receipt by the Issuing Lender of such documents and certificates. In determining whether to pay any Letter of Credit, the type of such Issuing Lender shall be responsible only to use reasonable care to determine that the documents and certificates required to be delivered under that Letter of Credit (Performance have been delivered and that they substantially comply on their face with the requirements of that Letter of Credit, Backing Letter . In the case of Standby Letters of Credit, Financial Letter of Credit or Documentary Letter of Credit) and such other information as shall be necessary to prepare such Letter of Credit (and promptly upon the Administrative Agent shall promptly provide notice to each Lender of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Credit, the Borrower shall deliver to the applicable Issuing Lender and the shall notify Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, issuance and the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence each such Lender's respective participation therein determined in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreementaccordance with subsection 2.

Letter of Credit Request. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Lender, in reliance on the agreements of the Lenders set forth in Section 2.08 hereof, agrees to issue Letters of Credit for the account of the Borrower or for the account of the Borrower on behalf of, or in support of obligations of, any of the Borrower’s Subsidiaries or, in the case of Letters of Credit other than Financial Letters of Credit, for the account of the Borrower on behalf of, or in support of obligations of, any Joint Venture or any other Affiliate of the Borrowerthis Agreement, at any time and from time to time during the period from the Closing Date through the date day that is seven Business Days thirty (30) days prior to the Maturity Commitment Expiration Date. To , the Bank shall issue such Letters of Credit as the Company may request upon the issuance delivery of a Letter written request in the form of Credit, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent Exhibit B hereto (reasonably in advance of the requested date of issuance, and, in any event, not less than five Business Days prior to such requested date of issuance) a notice requesting the issuance of such "Letter of Credit Request") to the Bank, provided that (i) no Default or Event of Default shall have occurred and specifying the date of be continuing, (ii) upon issuance (which shall be a Business Day), the address of the beneficiary thereof, the amount and currency of such Letter of Credit, the type Letters of Credit Exposure shall not exceed the Letters of Credit Amount, (iii) the conditions set forth in Article IV shall have been satisfied, (iv) the Letters of Credit shall only be issued to Bank of America, N.A. or its designees and their successors and assigns for the limited purpose of supporting the Company's sale of certain Assets, (v) the Stated Expiration Date of the Letter of Credit shall not be later than September 28, 2004, and (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Each Letter of Credit Request shall be executed by an Authorized Representative of the Company. The Bank shall be entitled to conclusively rely on such Person's authority to request a Letter of Credit on behalf of the Company. The Bank shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Company assumes all risks with respect to the use of the Letters of Credit, except as provided in Sections 2.04 and 2.05 (a) Each Letter of Credit Request shall be submitted to the Bank at least ten (10) Business Days prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain a certification by an Authorized Representative of the Company that the Company is and will be in compliance with all covenants under the Documents after giving effect to the issuance of such Letter of Credit (Performance Letter Credit. The Company shall further deliver to the Bank such additional applications and documents as the Bank may require in connection with the issuance of Credit, Backing Letter of Credit, Financial each Letter of Credit or Documentary Letter in conformity with the then standard practices of Credit) and such other information as shall be necessary to prepare such Letter its letter of Credit (and credit department, provided, that in the Administrative Agent shall promptly provide notice to each Lender event of each issuance of a Letter of Credit hereunder). To request the amendment of a Letter of Creditany conflict, the Borrower shall deliver to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of amendment, and, in any event, not less than three Business Days prior to such requested date of amendment) a notice requesting the amendment of such Letter of Credit and specifying such other information as shall be necessary to prepare such amendment (and the Administrative Agent shall promptly provide notice to each Lender of each amendment of a Letter of Credit hereunder). Notwithstanding anything to the contrary contained herein, no Issuing Lender shall issue or amend any Letter of Credit or create any Bankers Acceptance if, after giving effect to such issuance, amendment or creation, the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders shall exceed the Aggregate Commitments. The applicable Issuing Lender shall obtain confirmation of the immediately preceding sentence in writing from the Administrative Agent prior to issuing or amending any Letter of Credit or creating any Bankers Acceptance hereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement.Agreement shall control. A current form of application is attached hereto as Exhibit F.