Common use of Letter of Credit Sub-Facility Clause in Contracts

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuer’s standard Application and Agreement for Standby Letter of Credit (each a “Reimbursement Agreement”) executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the each Issuer of such fees as the Borrower and the such Issuer shall have agreed in writing, the each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied or waived. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance, and (vi) the name of the proposed Issuer thereof. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the applicable Issuer and each other Lender thereof. The Such Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit; provided that in the event such Issuer fails to issue such Letter of Credit or is a Defaulting Lender, any other Issuer may (in its sole and absolute discretion, and notwithstanding that its Letter of Credit Exposure may exceed its Letter of Credit Commitment, but with (x) the consent of the Borrower and (y) notice to the Administrative Agent) issue such Letter of Credit otherwise in accordance with the terms hereof; provided further that immediately after the issuance thereof (A) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (B) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuer thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the such Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms standard terms and Conditions conditions for Letters letters of Credit credit of the Issuer thereof (each as amended, supplemented or replaced from time to time, the a “Reimbursement Agreement”) executed by the Borrower and delivered to the such Issuer. (c) Each payment by the an Issuer of a draft drawn drawing under a Letter of Credit issued thereby shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the such Issuer for the amount thereofthereof (together with any interest). The Such Issuer shall promptly notify the Borrower of such payment by the such Issuer of a draft drawn drawing under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which such Issuer made such payment of such drawing, the Borrower hereby authorizes the such Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the such Issuer, upon which the such Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer thereof shall have made payment of a drawing under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances, from the date such Issuer made such payment of such drawing until the end of the Domestic Business Day following the day during which such Issuer made such payment of such drawing (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (d) In the event of any conflict between the terms hereof and the terms of any Reimbursement Agreement or Letter of Credit Application, the terms hereof shall control.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, Bank agrees to issue standby or commercial letters of credit (each each, a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Letter of Credit Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate sum of the aggregate principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, and (iii) the sum of the aggregate principal amount of all Loans plus the Letter of Credit Exposure would not exceed the Borrowing Base. Each of the Existing L/Cs shall be deemed to have been issued under the Letter of Credit Commitment and shall be a “Letter of Credit” under this Agreement. (b) Each Letter of Credit shall have an expiration date which shall not be not later thanthan the Business Day immediately preceding the Maturity Date, provided however, that the Bank may agree, in the case of standby its sole discretion, to issue Letters of CreditCredit which have an expiration date later than the Revolving Credit Termination Date, the earlier to occur of one year from the date of issuance thereof at such time or 5 days times prior to the Commitment Termination Date and, in Term Loan Election having occurred. In the case of commercial event that any Letters of CreditCredit remain outstanding on the Maturity Date, whether the Maturity Date has occurred because of the Term Loan Election not having occurred or otherwise, the earlier to occur of 180 days from Borrower shall deposit with the date of issuance thereof or 5 days prior Bank on the Maturity Date an amount equal to the Commitment Termination Date. No Letter of Credit shall be issued if Exposure on the Administrative Agent, or any Lender by notice to Maturity Date in a cash collateral account under the Administrative Agent and exclusive control of the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfiedBank. (bc) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the business of the Borrower. The Borrower shall give the Administrative Agent Bank a Letter of Credit Request Agreement for the issuance of each such Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to noon on the requested date of issuance. Such Letter issuance of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerBank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Bank shall reasonably require. Each . (d) In determining whether to pay under any Letter of Credit, the Bank shall have no obligation to the Borrower other than to confirm that any documents required to be delivered under such Letter of Credit shall be used solely for have been delivered and that they appear to comply on their face with the purposes described therein. Each requirements of such Letter of Credit Request and Credit. Upon each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn Bank under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if shall reimburse the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct Bank for the amount of any such reimbursement from such account(s) as thereof upon demand therefor by the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursementBank. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereofupon demand, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demanddemand by the Bank, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (e) Notwithstanding anything to the contrary contained in any Letter of Credit Agreement, to the extent that the terms of this Agreement shall be inconsistent with the terms of such Letter of Credit Agreement, the terms of this Agreement shall govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue issue, extend and renew standby or commercial letters of credit (each drawable on a “sight basis only) denominated in Dollars (the "Letters of Credit"; each, individually, a "Letter of Credit” and, collectively, the “Letters of Credit”") during the Revolving Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under one or more Letters of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Revolving Exposure shall would not exceed the Aggregate Revolving Commitment Amount. Any extension of any expiry date of, or renewal of, a Letter of Credit shall constitute an "issuance" of such Letter of Credit for all purposes of this Agreement. Each Letter of Credit shall be for the purpose of supporting the Borrower's obligations with respect to deposit requirements associated with proposed acquisitions and to support ordinary course business transactions, and shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) the Commitment Termination Date and, in thirtieth day before the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter The Borrower may cause the issuance of one or more Letters of Credit shall be issued at on any Business Day, provided that the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall be accompanied by the Issuing Bank's standard application and agreement for standby letter of credit (each, a "Reimbursement Agreement") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, (iv) the requested dates of issuance and expiration, and (v) such other information reasonably satisfactory to the requested date Issuing Bank as to enable the Issuing Bank to issue such Letter of issuanceCredit consistent with the reasonable - 26 - Credit Agreement ---------------- requirements of the beneficiary thereof. Upon receipt of such Letter of Credit Request and accompanying Reimbursement Agreement from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Revolving Lender thereof. The Issuer shall, on the proposed date of issuance thereof and subject shall forward such Reimbursement Agreement to the other terms and conditions of this Agreement, issue the requested Letter of CreditIssuing Bank. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter The Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment The obligation of the Issuing Bank to issue any Letter of Credit is subject to the satisfaction of the following conditions precedent on the date of issuance thereof: (1) each condition specified in Section 6 shall have been satisfied, (2) the Issuing Bank has received the related Reimbursement Agreement, duly executed and delivered by the Issuer Borrower, and such other documents and items relating to such Letter of a draft drawn under Credit as the Issuing Bank reasonably may request, (3) the Issuing Bank has received a Letter of Credit shall give rise Request with respect to such Letter of Credit in accordance with this Agreement, (4) the issuance of such Letter of Credit will not contravene any law, rule or regulation applicable to the obligation Issuing Bank or any Lender, and (5) the Issuing Bank has received all fees and other amounts due to the Issuing Bank in connection with such Letter of Credit. The Issuing Bank shall, on the proposed date of issuance and subject to the terms and conditions of the Reimbursement Agreement and to the terms and conditions of this Agreement, issue the requested Letter of Credit in accordance with the Issuing Bank's usual and customary business practices and confirm to the Revolving Lenders and the Borrower that such Letter of Credit has been issued. (d) Notwithstanding anything to immediately reimburse the Issuer for contrary contained herein or in any Reimbursement Agreement, to the amount thereof. extent that the terms of this Agreement shall be inconsistent with the terms of such Reimbursement Agreement, the terms of this Agreement shall govern. (e) The Issuer Issuing Bank shall promptly notify the Borrower and the Administrative Agent of such payment by the Issuer Issuing Bank's receipt of a draft drawn drawing request under a any Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply stating the amount of such deduction drawing request and the date on which such request will be honored, and promptly after receipt of such notice the Administrative Agent shall notify each Revolving Lender of such Revolving Lender's Revolving Commitment Percentage of such drawing and the date on which such request will be honored. Any failure or delay of either the Issuing Bank or the Administrative Agent to give any such reimbursement. If all notice shall not release or diminish the obligations of the Borrower or any portion of any reimbursement obligation Lender in respect thereof. (f) The Borrower shall pay (either from the proceeds of a Loans or otherwise) to the Issuing Bank on demand in Dollars in immediately available funds the amount of all Reimbursement Obligations owing to the Issuing Bank under any Letter of Credit shall not be paid when due (whether at the stated maturity thereofCredit, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, together with interest thereon at a rate of interest per annum equal to the Alternate Base Rate plus the Applicable Margin rate of interest applicable to ABR Advances plus 2%in effect from time to time for each day from, from and including, the date of payment by the Issuing Bank of the applicable draw request under such nonpayment until paid Letter of Credit to, but excluding, the payment in full (whether before to the Issuing Bank of such Reimbursement Obligations, irrespective of any claim, setoff, defense or after other right which the entry of a judgment thereon).Borrower may have at any time against the Issuing Bank or any other Person. Credit Agreement ----------------

Letter of Credit Sub-Facility. (a) Subject to Within the terms and conditions hereof and limitations of the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingRevolving Credit Facility herein set forth, the Issuer agrees, in reliance on Borrowers may from time to time request that the agreement of the other Lenders set forth in Section 2.9, to Bank issue irrevocable standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrowerrelevant Borrower and in support of any obligation deemed acceptable by the Bank in its sole discretion (any such letter of credit so issued, provided that immediately after a "Letter of Credit" and collectively the issuance "Letters of each Credit"). Notwithstanding the foregoing (i) no Letter of Credit shall be issued by the Bank in a Stated Amount which (ix) when added to the Letters of Credit Outstanding at such time, would exceed $1,000,000.00 or (y) when added to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure of all Lenders shall not Outstanding, at such time, would exceed the Letter of Maximum Revolving Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Principal Amount. Each Letter of Credit issued in accordance herewith shall have an expiration date which shall be not occurring no later than, in the case of standby Letters of Credit, the earlier to occur of than one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date andand in any event no later than (i) 6 months, in the case of commercial Letters letters of Creditcredit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) 1 year, in the beneficiary case of such Letter irrevocable automatically renewable letters of credit, after the Revolving Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of CreditExpiration Date. Each Letter of Credit shall be denominated in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which U.S. dollars. When a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Borrower desires that a Letter of Credit be issued for its account, it shall give the Bank at least 3 Business Days' written notice (or such lesser number of days as may be agreed to by the Bank). Each such request shall be used solely for the purposes described therein. Each accompanied by a completed and executed "Letter of Credit Request and each Letter of Credit shall be subject Application/Agreement" (or an amendment to any then effective application) in the form furnished by the Bank to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced Borrowers from time to time. The terms of each such application/agreement are incorporated herein to the extent not consistent herewith. In connection with the issuance of any Letters of Credit in accordance herewith, the “Reimbursement Agreement”) executed Borrowers shall pay all letter of credit fees and other expenses that are customarily charged by the Borrower and delivered to the IssuerBank in connection therewith. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth herein, and in Section 2.9any application for a letter of credit (the “LC Application”), Lender agrees to issue standby make available to Borrower under the Borrowing Base Facility a sub-facility (the “Letter of Credit Facility”) for the issuance of one or commercial more letters of credit (each a such letter of credit and any renewals, extensions and modifications thereof are collectively referred to as the “Letter of Credit” and, collectively, ”). The total aggregate face amount the “Letters Letter of Credit”Credit Facility shall not exceed at any one time the lesser of (i) during the Commitment Period for the account of $1,000,000 and (ii) the Borrower, ’s Loan Limit. Repayment of drafts against a Letter of Credit shall be governed by this Agreement and an LC Application and shall be and is secured by the Collateral and guaranties provided that immediately after the issuance herein. Borrower shall pay a letter of credit commission to Lender in respect of each Letter of Credit issued by Lender equal to the greater of $500 and an amount determined by multiplying (i) one percent (1%) of the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance face amount of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) a fraction, the beneficiary numerator of which shall be the number of days between the date of such Letter of Credit and the obligations of stated expiration date thereof and the Borrower or the Subsidiary in respect denominator of which shall be 360; such commission shall be payable at the time a Letter of Credit is issued and upon any renewal or extension thereof; additionally, Borrower agrees to be issuedreimburse Lender for all actual out-of-pocket expenses incurred by Lender, (iii) the Borrower’s proposal such as to the conditions under which a drawing may be made under such Letter of Credit advising or confirming bank fees, telex charges and the documentation like and to be required in respect thereof, (iv) the maximum amount pay those fees customarily charged by Lender for any amendments to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested a Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory Lender reserves the right to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the require Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower give Lender not less than three (3) clays prior notice of such payment by the Issuer each requested issuance of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer Issuing Bank of such fees as the Borrower and the Issuer Issuing Bank shall have agreed in writing, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.19, to issue standby or commercial letters of credit (each a “Letter of Credit” "LETTER OF CREDIT" and, collectively, the “Letters of Credit”"LETTERS OF CREDIT") during the RC Commitment Period for the account of the Borrower, provided PROVIDED that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate sum of the aggregate outstanding RC Loans and the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Commitment AmountRC Commitments. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance or last extension thereof or 5 days one Business Day prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the RC Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer Issuing Bank no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the applicable conditions set forth in Sections Section 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditBorrower. The Borrower shall give the Administrative Agent and the Issuing Bank a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon no later than 1:00 P.M at least two Domestic three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit (each a "REIMBURSEMENT AGREEMENT") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, Credit and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer Issuing Bank shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in a minimum amount of $1,000,000 (or such lesser amount as is acceptable to the Issuing Bank) and be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer Issuing Bank for the amount thereof. The Issuer Issuing Bank shall promptly notify the Borrower of such payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby irrevocably authorizes the Issuer Issuing Bank to deduct the amount of any such reimbursement from such any account(s) as of the Borrower may from time to time designate in writing to maintained with the IssuerIssuing Bank, upon which the Issuer Issuing Bank shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances Loans plus 2%% (calculated in the same manner as ABR Loans), from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms Issuer’s standard terms and Conditions conditions for Letters letters of Credit credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which the Issuer made such payment of such draft, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer shall have made payment of a draft drawn under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances, from the date the Issuer made such payment of such draft until the end of the Domestic Business Day following the day during which the Issuer made such payment of such draft (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the its Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments and (iii) each Lender’s Revolving Credit Exposure would not exceed such Lender’s Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 1:00 P.M. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any OFAC Sanctions or (ii) in any manner that would result in a violation of any OFAC Sanctions by any party to this Agreement. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 P.M. New York City time, two Domestic (2) Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby letters of credit (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to payment from the date such reimbursement. If all or any portion payment was made by the Issuing Bank; provided that, if the amount of any reimbursement obligation in respect of a the draft drawn under such Letter of Credit shall is not be paid when due (whether at less than $1,000,000, the stated maturity thereofBorrower may, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal subject to the Alternate Base Rate plus the Applicable Margin applicable conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.13 that such payment be financed with an ABR Advances plus 2%, from the date Loan in an equivalent amount of such nonpayment until paid in full (whether before or after draft drawn under such Letter of Credit and, to the entry of a judgment thereon)extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loan.

Letter of Credit Sub-Facility. (a) Subject to Within the terms and conditions hereof and limitations of the payment by Revolving Credit Facility herein set forth, the Borrower may from time to time request that the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to Bank issue irrevocable standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the BorrowerBorrower and in support of any obligation deemed acceptable by the Bank in its sole discretion (any such letter of credit so issued, provided that immediately after a "Letter of Credit" and collectively the issuance "Letters of each Credit"). Notwithstanding the foregoing (i) no Letter of Credit shall be issued by the Bank in a Stated Amount which (ix) when added to the Letters of Credit Outstandings at such time, would exceed $2,000,000.00 or (y) when added to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure of all Lenders shall not Outstandings, at such time, would exceed the Letter of Maximum Revolving Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Principal Amount. Each Letter of Credit issued in accordance herewith shall have an expiration date which shall be not occurring no later than, in the case of standby Letters of Credit, the earlier to occur of one than 1 year from the date of issuance thereof or 5 days prior to the Commitment Termination Date andand in any event no later than (i) 6 months, in the case of commercial Letters letter of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agentcredit, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) 1 year, in the beneficiary case of such Letter irrevocable automatically renewable letter of credit, after the Revolving Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of CreditExpiration Date. Each Letter of Credit shall be denominated in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which U.S. dollars. When a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Borrower desires that a Letter of Credit be issued for its account, it shall give the Bank at least 3 Business Days' written notice (or such lesser number of days as may be agreed to by the Bank). Each such request shall be used solely for the purposes described therein. Each accompanied by a completed and executed "Letter of Credit Request and each Letter of Credit shall be subject Application/Agreement" (or an amendment to any then effective application) in the form furnished by the Bank to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced Borrower from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered . The terms of each such application/agreement are incorporated herein to the Issuer. (c) Each payment by extent not consistent herewith. In connection with the Issuer issuance of a draft drawn under a Letter any Letters of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueaccordance herewith, the Borrower hereby authorizes shall pay all letters of credit fees and other expenses that are customarily charged by the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate Bank in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)connection therewith.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitment. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).2:00

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “"Standby Letters of Credit”") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's")and issued by the Issuing Bank for the account of Parent or Physics described on Schedule 2.7 hereto, the "Letters of Credit") denominated in Dollars during the Parent Commitment Period for the account of the BorrowerParent, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Parent Credit Exposure shall would not exceed the Aggregate Parent Commitment Amount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Commitment Termination Date and, in the case Parent Maturity Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Parent Maturity Date) or 5 (ii) sixty days prior to before the Commitment Termination Parent Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower Parent in support of an obligation of the Borrower Parent or any a Subsidiary (other than GP Canada) in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Parent, or Subsidiary's ordinary course of business. The Borrower Parent shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall specify (i) whether be accompanied by the Issuing Bank's standard Application and Agreement for such Letter of Credit is (each, a standby or commercial Letter "Reimbursement Agreement") executed by an Authorized Signatory of CreditParent, and shall specify (iii) the beneficiary of such Letter of Credit and the obligations of the Borrower Parent or the of a Subsidiary Guarantor in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s Parent' proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the BorrowerParent, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower Parent to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer . (d) Notwithstanding anything to the contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall promptly notify be inconsistent with the Borrower terms of such payment by Reimbursement Agreement, the Issuer terms of a draft drawn under a Letter of Creditthis Agreement shall govern. (e) It is expressly agreed that as to the Existing L/C's, but any failure to so notify shall not in any manner affect notwithstanding the obligation of the Borrower to make reimbursement when due. In lieu fact that some of such noticeL/C's may have been issued for the account of Physics and were executed in connection with the Existing Bank Debt, and notwithstanding the fact that such Existing L/C's were issued in connection with the Existing Bank Debt, for purposes of this Agreement, Parent shall be obligated for all reimbursement and other obligations in connection therewith as if such Existing L/C's were issued pursuant to this Agreement (provided, that, where Physics was the Borrower has not made reimbursement prior account party with respect to such Exisiting L/C's, Physics shall nonethelsess remain obligated with Parent, on a joint and several basis, in connection therefor). To the end of extent the Domestic Business Day when due, Agent or the Borrower hereby authorizes Issuing Bank determines that the Issuer to deduct the amount provisions of any such reimbursement from such account(s) as documents executed in connection with the Borrower may from time Existing Bank Debt would be required to time designate in writing to effect the Issuer, upon which the Issuer shall apply the amount intent of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwisethis subparagraph 2.7(e), such overdue amount documents and provisions (but only such documents and provisions) shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid remain in full (whether before force and effect as long as the Agent or after the entry Issuing Bank deems necessary to effect the provisions of a judgment thereonhtis subparagraph 2.7(e).;

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 1:00 P.M. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 P.M. New York City time, two Domestic Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby letters of credit (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to payment from the date such reimbursement. If all or any portion payment was made by the Issuing Bank; provided that, if the amount of any reimbursement obligation in respect of a the draft drawn under such Letter of Credit shall is not be paid when due (whether at less than $1,000,000, the stated maturity thereofBorrower may, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal subject to the Alternate Base Rate plus the Applicable Margin applicable conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.13 that such payment be financed with an ABR Advances plus 2%, from the date Loan in an equivalent amount of such nonpayment until paid in full (whether before or after draft drawn under such Letter of Credit and, to the entry of a judgment thereon)extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loan.

Letter of Credit Sub-Facility. 4.1 L/C Commitment. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writinghereof, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, each Issuing Bank agrees to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, Company on any Business Day during the Commitment Period in such form as shall be reasonably acceptable to such Issuing Bank; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No no Letter of Credit shall be issued if if, after giving effect thereto (i) the Administrative Agent, aggregate amount of the Domestic Revolving Credit Exposure of all the Domestic Lenders would exceed the lesser of (A) the aggregate amount of the Domestic Revolving Credit Commitments or any Lender by notice to (B) the Administrative Agent and Domestic Borrowing Base then in effect minus the Issuer no later than 3:00 P.M. one Domestic Business Day prior to aggregate principal amount outstanding of the requested date Incremental Dollar Loans or (ii) the aggregate amount of issuance of such Letter of Credit, shall have determined that the conditions set forth L/C Obligations would exceed the L/C Commitment then in Sections 5 and/or Section 6, as applicable have not been satisfiedeffect. (b) Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued at the request to support obligations of the Borrower in support of an obligation of the Borrower Company or any Subsidiary in favor of its Subsidiaries, contingent or otherwise, to provide credit support for workers' compensation, other insurance programs and other lawful corporate purposes (a beneficiary who has requested the Issuance of such "Standby Letter of Credit. The Borrower shall give ") or (B) a commercial letter of credit issued in respect of the Administrative Agent purchase of goods and services in the ordinary course of business of the Company and its Subsidiaries (a "Commercial Letter of Credit Request for Credit"; together with the Standby Letters of Credit, the "Letters of Credit"); and (ii) expire no later than the earlier of 365 days after its date of issuance of each Letter of Credit by 12:00 Noon at least two Domestic and 5 Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) Termination Date; provided that unless the beneficiary relevant Issuing Bank notifies the Company not less than 30 days prior to the expiry of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which that such Issuing Bank is not willing to extend it, any such Letter of Credit may by its terms be automatically extended for periods of one year from the current or any future expiration date thereof (but not to any date which is to be issued, (iii) the Borrower’s proposal as later than 5 Business Days prior to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, Termination Date). (ivc) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amendedUniform Customs and, supplemented or replaced from time to timethe extent not inconsistent therewith, the “Reimbursement Agreement”) executed by laws of the Borrower and delivered to the IssuerState of New York. (cd) Each payment by the Issuer of a draft drawn under No Issuing Bank shall at any time be obligated to issue a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of hereunder if such payment by the Issuer of a draft drawn under a Letter of Creditissuance would conflict with, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of or cause such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all Issuing Bank or any portion Domestic Lender to exceed any limits imposed by, any applicable Requirement of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)Law.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the each Issuer of such fees as the Borrower and the such Issuer shall have agreed in writing, the each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the proposed Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied or waived. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance, and (vi) the name of the proposed Issuer thereof. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the applicable Issuer and each other Lender thereof. The Such Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit; provided that in the event such Issuer fails to issue such Letter of Credit or is a Defaulting Lender, any other Issuer may (in its sole and absolute discretion, and notwithstanding that its Letter of Credit Exposure may exceed its Letter of Credit Commitment, but with (x) the consent of the Borrower and (y) notice to the Administrative Agent) issue such Letter of Credit otherwise in accordance with the terms hereof; provided further that immediately after the issuance thereof (A) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (B) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuer thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the such Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms standard terms and Conditions conditions for Letters letters of Credit credit of the Issuer thereof (each as amended, supplemented or replaced from time to time, the a “Reimbursement Agreement”) executed by the Borrower and delivered to the such Issuer. (c) Each payment by the an Issuer of a draft drawn under a Letter of Credit issued thereby shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the such Issuer for the amount thereof. The Such Issuer shall promptly notify the Borrower of such payment by the such Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which such Issuer made such payment of such draft, the Borrower hereby authorizes the such Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the such Issuer, upon which the such Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer thereof shall have made payment of a draft drawn under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances, from the date such Issuer made such payment of such draft until the end of the Domestic Business Day following the day during which such Issuer made such payment of such draft (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (d) In the event of any conflict between the terms hereof and the terms of any Reimbursement Agreement or Letter of Credit Application, the terms hereof shall control.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the BorrowerBorrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, and (iii) the Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit. Each Letter of Credit shall have an expiration date which shall be not later than, in than the case earlier of standby Letters (i) twelve months after the date of Issuance thereof (provided that any Letter of Credit may provide for the automatic extension thereof pursuant to Section 2.10(j) hereof) or (ii) (A) with respect to each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters each Trade Letter of Credit, the earlier thirtieth day before the Revolving Credit Maturity Date; provided that no Letter of Credit may expire after the existing Revolving Credit Maturity Date of any Lender who did not agree to occur extend the same in accordance with Section 2.14 if, after giving effect to such Issuance, the aggregate Commitments of 180 days from the date Lenders (including any replacement Lenders) who have agreed to extend the Revolving Credit Maturity Date would be less than the Letter of issuance thereof or 5 days prior to the Commitment Termination Credit Exposure expiring after such existing Revolving Credit Maturity Date. No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be issued under any obligation to Issue any Letter of Credit if the Administrative Agent(i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any Lender law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency, (iii) except as otherwise agreed by notice to the Administrative Agent and such Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, or (iv) the Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have determined received written notice from any Credit Party that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 with respect thereto have not been satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or last extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (b) Each Letter of Credit shall be issued at Issued for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. Each Letter of Credit shall be Issued in a minimum amount of $5,000 or such lesser amount as the Administrative Agent and the relevant Issuing Bank may agree. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance Issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuanceIssuance. Such Each Letter of Credit Request shall specify be accompanied by such Issuing Bank’s standard letter of credit application, standard reimbursement agreement (ieach a “Reimbursement Agreement”) whether and such Letter of Credit is other documentation as such Issuing Bank may reasonably require, executed by the Borrower. The Administrative Agent shall notify such Issuing Bank (and simultaneously provide to such Issuing Bank a standby or commercial Letter of Credit, (ii) the beneficiary copy of such Letter of Credit Request) and each other Lender thereof no later than 1:00 p.m., on the obligations date of receipt of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, by the Administrative Agent shall promptly notify in accordance with the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Creditforegoing sentence. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuersuch Issuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer such Issuing Bank shall reasonably require. Each Letter Such Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request Issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, Issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer an Issuing Bank of a draft drawn under a Letter of Credit, but the Issuer shall notify the Borrower and the Administrative Agent of such drawing. The Borrower shall pay to the Administrative Agent, for the account of such Issuing Bank, an amount equal to such payment in immediately available funds (1) if such notification is received by the Borrower on or before 11:00 a.m. on a Business Day, prior to 2:00 p.m., on such Business Day if to be reimbursed in Dollars, or the Applicable Time if to be reimbursed in the Alternative Currency, and (2) in all other cases, prior to 11:30 a.m., on the immediately succeeding Business Day. In case of a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall be reimbursed in such Alternative Currency, unless (A) the Issuing Bank (at its option) shall have specified in a notice given pursuant to this Section 2.10(c) that it will require reimbursement in Dollars, or (B) in the absence of such requirement for reimbursement in Dollars, the Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Bank in Dollars. In the case of any failure such reimbursement in Dollars of a draft under a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall notify the Administrative Agent of the Dollar Equivalent of the amount of the draft promptly following the determination thereof. The Administrative Agent shall remit such payment to so notify shall not such Issuing Bank, in any manner affect the form received, (x) if such payment is received by the Administrative Agent on or before 2:00 p.m., on a Business Day, on such Business Day, and (x) in all other cases, on the immediately succeeding Business Day. The obligation of the Borrower to make reimbursement when due. In lieu reimburse each Issuing Bank for each drawing under each Letter of Credit Issued by it and to repay each LC Disbursement shall, provided that the Borrower shall have received notice of such noticedrawing, if be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the Borrower has terms of this Agreement under all circumstances, including, without limitation, (i) any draft, demand certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, and (ii) any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment made reimbursement prior by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any bankruptcy or other debtor relief law. (d) Notwithstanding anything to the end contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall be inconsistent with the Domestic Business Day when dueterms of such Reimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct terms of this Agreement shall govern. (e) Unless otherwise specified herein, the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all increases, whether or not such maximum stated amount is in effect at such time. (f) The Borrower may at any time, and from time to time, designate one or more Lenders to Issue Letters of Credit (each such Lender an “Additional Issuing Bank”) with the consent of such Lender (in its sole discretion) and the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). (g) All Letters of Credit listed on Schedule 1.1 hereto shall be deemed to have been Issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. (h) Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. (i) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. (j) If the Borrower so requests in any applicable Letter of Credit application, an Issuing Bank may, in its sole discretion, agree to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Borrower shall not be paid when due required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (whether but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time prior to an expiry date not later than the stated maturity thereofLetter of Credit expiration date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by acceleration reason of the provisions of Section 2.10 (a) or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to or (B) it has received notice (which may be by telephone or in writing) on or before the Alternate Base Rate plus day that is seven Business Days before the Applicable Margin applicable to ABR Advances plus 2%, Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.1 is not then satisfied, and in each such case directing the such Issuing Bank not to permit such extension. (k) For so long as any Letter of Credit issued by an Issuing Bank is outstanding, such Issuing Bank shall deliver to Administrative Agent on the last Business Day of each calendar month, and on each date that a Letter of Credit extension occurs with respect to any such nonpayment until paid Letter of Credit, a report substantially in full (whether before or after the entry form of a judgment thereon)Exhibit M, appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.

Letter of Credit Sub-Facility. (a) Subject to Within the terms and conditions hereof and limitations of the payment by Revolving Credit Facility herein set forth, the Borrower may from time to time request that the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to Bank issue irrevocable standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the BorrowerBorrower and in support of any obligation deemed acceptable by the Bank in its sole discretion (any such letter of credit so issued, provided that immediately after a "Letter of Credit" and collectively the issuance "Letters of each Credit"). Notwithstanding the foregoing (i) no Letter of Credit shall be issued by the Bank in a Stated Amount which (ix) when added to the Letters of Credit Outstandings at such time, would exceed $2,000,000.00 or (y) when added to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure of all Lenders shall not Outstandings, at such time, would exceed the Letter of Maximum Revolving Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Principal Amount. Each Letter of Credit issued in accordance herewith shall have an expiration date which shall be not occurring no later than, in the case of standby Letters of Credit, the earlier to occur of one than 1 year from the date of issuance thereof or 5 days prior to the Commitment Termination Date andand in any event no later than (i) 6 months, in the case of commercial Letters letter of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agentcredit, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) 1 year, in the beneficiary case of such Letter irrevocable automatically renewable letter of credit, after the Revolving Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of CreditExpiration Date. Each Letter of Credit shall be denominated in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which U.S. dollars. When a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Borrower desires that a Letter of Credit be issued for its account, it shall give the Bank at least 3 Business Days' written notice (or such lesser number of days as may be agreed to by the Bank). Each such request shall be used solely for the purposes described therein. Each accompanied by a completed and executed "Letter of Credit Request and each Letter of Credit shall be subject Application/ Agreement" (or an amendment to any then effective application) in the form furnished by the Bank to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced Borrower from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered . The terms of each such application/agreement are incorporated herein to the Issuer. (c) Each payment by extent not consistent herewith. In connection with the Issuer issuance of a draft drawn under a Letter any Letters of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueaccordance herewith, the Borrower hereby authorizes shall pay all letters of credit fees and other expenses that are customarily charged by the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate Bank in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)connection therewith.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, Bank agrees to issue standby or commercial letters of credit (each each, a “Letter of Credit” and, collectively, the “Letters of Credit”"LETTER OF CREDIT") during the Letter of Credit Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate sum of the aggregate principal amount of the Loans plus the Letter of Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not request, and the Bank shall have no obligation to issue, any Letter of Credit if after giving effect to such Letter of Credit the sum of all Loans plus the Letter of Credit Exposure would exceed the Market Value of the Collateral. Each of the Existing L/Cs shall be deemed to have been issued under the Letter of Credit Commitment and shall be a "Letter of Credit" under this Agreement. (b) Each Letter of Credit shall have an expiration date which shall not be not later than, in than the case of standby Business Day immediately preceding the Maturity Date. In the event that any Letters of CreditCredit remain outstanding on the Maturity Date, the earlier to occur of one year from Borrower shall deposit with the date of issuance thereof or 5 days prior Bank on the Maturity Date an amount equal to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if Exposure on the Administrative Agent, or any Lender by notice to Maturity Date in a cash collateral account under the Administrative Agent and exclusive control of the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfiedBank. (bc) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the business of the Borrower. The Borrower shall give the Administrative Agent Bank a Letter of Credit Request Agreement for the issuance of each such Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to noon on the requested date of issuance. Such Letter issuance of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerBank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Bank shall reasonably require. Each . (d) In determining whether to pay under any Letter of Credit, the Bank shall have no obligation to the Borrower other than to confirm that any documents required to be delivered under such Letter of Credit shall be used solely for have been delivered and that they appear to comply on their face with the purposes described therein. Each requirements of such Letter of Credit Request and Credit. Upon each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn Bank under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if shall reimburse the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct Bank for the amount of any such reimbursement from such account(s) as thereof upon demand therefor by the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursementBank. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereofupon demand, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demanddemand by the Bank, at a rate per annum equal to the Alternate Base Rate plus PLUS the Applicable Margin applicable to ABR Advances plus PLUS 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (e) Notwithstanding anything to the contrary contained in any Letter of Credit Agreement, to the extent that the terms of this Agreement shall be inconsistent with the terms of such Letter of Credit Agreement, the terms of this Agreement shall govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agreesIssuing Bank, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, may agree, but shall have no obligation, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the its Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments and (iii) each Lender’s Revolving Credit Exposure would not exceed such Xxxxxx’s Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, or require that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 p.m. New York City time, two Domestic (2) Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby or documentary letters of credit, as applicable (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Reimbursement Agreement, the terms and conditions of this Agreement shall control. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 p.m. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to payment from the date such reimbursement. If all or any portion payment was made by the Issuing Bank; provided that, if the amount of any reimbursement obligation in respect of a the draft drawn under such Letter of Credit shall is not be paid when due (whether at the stated maturity thereofless than $1,000,000, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).the

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “"Standby Letters of Credit”") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's")and issued by the Issuing Bank for the account of Parent or Physics described on Schedule 2.7 hereto, the "Letters of Credit") denominated in Dollars during the Parent Commitment Period for the account of the BorrowerParent, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Parent Credit Exposure shall would not exceed the lesser of the Borrowing Base (as reflected in an Updated Borrowing Base Certificate) and the Aggregate Parent Commitment Amount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Commitment Termination Date and, in the case Parent Maturity Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Parent Maturity Date) or 5 (ii) sixty days prior to before the Commitment Termination Parent Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower Parent in support of an obligation of the Borrower Parent or any a Subsidiary (other than GP Canada) in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Parent, or Subsidiary's ordinary course of business. The Borrower Parent shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such No Letter of Credit Request shall be honored unless Parent shall have delivered to the Issuing Bank (x) the Issuing Bank's standard Continuing Agreement for Letters of Credit (the "Reimbursement Agreement") and (y) with respect to each Letter of Credit Request, the Issuing Bank's standard Letter of Credit application, in each case executed by an Authorized Signatory of Parent, and each Letter of Credit Request shall also specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower Parent or the of a Subsidiary Guarantor in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s Parent' proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the BorrowerParent, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower Parent to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer . (d) Notwithstanding anything to the contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall promptly notify be inconsistent with the Borrower terms of such payment by Reimbursement Agreement, the Issuer terms of a draft drawn under a Letter of Creditthis Agreement shall govern. (e) It is expressly agreed that as to the Existing L/C's, but any failure to so notify shall not in any manner affect notwithstanding the obligation of the Borrower to make reimbursement when due. In lieu fact that some of such noticeL/C's may have been issued for the account of Physics and were executed in connection with the Existing Bank Debt, and notwithstanding the fact that such Existing L/C's were issued in connection with the Existing Bank Debt, for purposes of this Agreement, Parent shall be obligated for all reimbursement and other obligations in connection therewith as if such Existing L/C's were issued pursuant to this Agreement (provided, that, where Physics was the Borrower has not made reimbursement prior account party with respect to such Existing L/C's, Physics shall nonetheless remain obligated with Parent, on a joint and several basis, in connection therefor). To the end of extent the Domestic Business Day when due, Agent or the Borrower hereby authorizes Issuing Bank determines that the Issuer to deduct the amount provisions of any such reimbursement from such account(s) as documents executed in connection with the Borrower may from time Existing Bank Debt would be required to time designate in writing to effect the Issuer, upon which the Issuer shall apply the amount intent of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwisethis subparagraph 2.7(e), such overdue amount documents and provisions (but only such documents and provisions) shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid remain in full (whether before force and effect as long as the Agent or after the entry Issuing Bank deems necessary to effect the provisions of a judgment thereonthis subparagraph 2.7(e).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writinghereof, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or and commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the Commitment Period for the account of the a Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year 12 months from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 10 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, the Issuer and the Issuer Company no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable and 6 have not been satisfiedsatisfied and such conditions remain unsatisfied as of the requested date of issuance of such Letter of Credit. (b) Each Letter of Credit shall be issued at for the request account of the applicable Borrower in support of an obligation of the such Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with such Borrower's ordinary course of business. The Company on behalf of a Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days (or such other period as the Issuer and the Company may agree) prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the a Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance issu- 27 ance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the applicable Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, The Bank agrees to issue commercial and/or standby or commercial letters of credit (each a “"Letter of Credit” and") on behalf of the Borrower of up to $1,000,000.00. At no time, collectivelyhowever, shall the “total principal amount of all Advances outstanding under the FX Facility, together with the total face amount of all Letters of Credit outstanding, less any partial draws paid by the Bank, exceed the Line of Credit”) during . For the Commitment Period purposes hereof, any Letters of Credit issued and outstanding for the account of the Borrower, provided that immediately after Borrower as of the issuance of each Letter of Credit date hereof shall be deemed to be issued hereunder. (i) Upon the Bank's request, the Borrower shall promptly pay to the Bank issuance fees and such other fees, commissions, costs and any out-of-pocket expenses charged or incurred by the Bank with respect to any Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and Credit. (ii) The commitment by the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter Bank to issue Letters of Credit shall, unless earlier terminated in accordance with the terms of the Agreement, automatically terminate on the Expiration Date of the Line of Credit and no commercial letter of credit shall have an expiration expire on a date which is more than 90 days after the Expiration Date and no standby letter of credit shall be not later than, in expire on a date which is more than twelve (12) months after the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Expiration Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect Bank and in favor of beneficiaries satisfactory to the conditions under which a drawing Bank, provided that the Bank may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject refuse to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under issue a Letter of Credit shall give rise due to the obligation nature of the Borrower transaction or its terms or in connection with any transaction where the Bank, due to immediately reimburse the Issuer for beneficiary or the amount thereof. The Issuer shall promptly notify nationality or residence of the Borrower beneficiary, would be prohibited by any applicable law, regulation or order from issuing such Letter of such payment by Credit. (iv) Prior to the Issuer issuance of a draft drawn under a each Letter of Credit, but any failure in no event later than 10:00 a.m. (California time) on the day such Letter of Credit is to so notify be issued (which shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic be a Business Day when dueDay), the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing shall deliver to the Issuer, upon which Bank a duly executed form of the Issuer shall apply the amount Bank's standard form of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect application for issuance of a Letter of Credit shall not be paid when due with proper insertions. (whether v) The Borrower shall, upon the Bank's request, promptly pay to and reimburse the Bank for all costs incurred and payments made by the Bank by reason of any future assessment, reserve, deposit or similar requirement or any surcharge, tax or fee imposed upon the Bank or as a result of the Bank's compliance with any directive or requirement of any regulatory authority pertaining or relating to any Letter of Credit. In the event that the Borrower fails to pay any drawing under any Letter of Credit or the balances in the depository account or accounts maintained by the Borrower with Bank are insufficient to pay such drawing, without limiting the rights of Bank hereunder or waiving any Event of Default caused thereby, Bank may, and Borrower hereby authorizes Bank to create an Advance bearing interest at the stated maturity thereof, by acceleration rate or otherwise), rates provided in Section 9.2 hereof to pay such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)drawing.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter the "Standby Letters of Credit” ") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's") and issued by the Issuing Bank for the account of the Borrowers described on Schedule 2.7 hereto, collectively, the “"Letters of Credit”") denominated in Dollars during the Revolving Loan Commitment Period for the account of the BorrowerBorrowers, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure Outstandings of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate lesser of the Borrowing Base (as reflected in an Updated Borrowing Base Certificate) and the Revolving Loan Commitment Amount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Revolving Loan Commitment Termination Date and, in the case Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Revolving Loan Commitment Termination Date) or 5 (ii) sixty days prior to before the Revolving Loan Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower Borrowers in support of an obligation of the Borrower Borrowers or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrowers', or Subsidiary's ordinary course of business. The applicable Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such No Letter of Credit Request shall be honored unless such Borrower shall have delivered to the Issuing Bank (x) the Issuing Bank's standard Continuing Agreement for Letters of Credit (the "Reimbursement Agreement") and (y) with respect to each Letter of Credit Request, the Issuing Bank's standard Letter of Credit application, in each case executed by an Authorized Signatory of such Borrower, and each Letter of Credit Request shall also specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the such Borrower or the of a Subsidiary Guarantor in respect of which such Letter of Credit is to be issued, (iiiii) the such Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the any Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower Borrowers to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer . (d) Notwithstanding anything to the contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall promptly notify be inconsistent with the Borrower terms of such payment by Reimbursement Agreement, the Issuer terms of a draft drawn under a Letter of Creditthis Agreement shall govern. (e) It is expressly agreed that as to the Existing L/C's, but any failure to so notify shall not in any manner affect notwithstanding the obligation of the Borrower to make reimbursement when due. In lieu fact that some of such noticeL/C's may have been issued for the account of Physics and were executed in connection with the Existing Bank Debt, and notwithstanding the fact that such Existing L/C's were issued in connection with the Existing Bank Debt, for purposes of this Agreement, Parent shall be obligated, jointly and severally with Physics, for all reimbursement and other obligations in connection therewith as if such Existing L/C's were issued pursuant to this Agreement. To the Borrower has not made reimbursement prior to extent the end of Agent or the Domestic Business Day when due, Issuing Bank determines that the Borrower hereby authorizes the Issuer to deduct the amount provisions of any such reimbursement from such account(s) as documents executed in connection with the Borrower may from time Existing Bank Debt would be required to time designate in writing to effect the Issuer, upon which the Issuer shall apply the amount intent of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwisethis subparagraph 2.7(e), such overdue amount documents and provisions (but only such documents and provisions) shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid remain in full (whether before force and effect as long as the Agent or after the entry Issuing Bank deems necessary to effect the provisions of a judgment thereonthis subparagraph 2.7(e).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit on a sight basis denominated in Dollars (each the "New Letters of Credit"; each, individually, a “"New Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each New Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing thereunder have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each New Letter of Credit issued pursuant to this Agreement shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) the Commitment Termination Date and, in thirtieth (30th) Business Day before the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No New Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such New Letter of Credit, shall have determined that the conditions any condition set forth in Sections Section 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each New Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such New Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each New Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit (each, a "New Reimbursement Agreement") executed by an Authorized Signatory of the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such New Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such New Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such New Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such New Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each New Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Upon issuance of such Letter of Credit, the Agent shall promptly notify each Lender thereof. Each New Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “New Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested New Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer . (d) Notwithstanding anything to the contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall promptly notify be inconsistent with the Borrower terms of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueReimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct the amount terms of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer this Agreement shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agreesIssuing Bank shall, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each the "Standby Letters of Credit") or commercial (trade) letters of credit (the "Trade Letters of Credit", and together with the Standby Letters of Credit, the "Letters of Credit", each, individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") denominated in Dollars during the Revolving Credit Commitment Period for the account of the BorrowerBorrower and for the benefit of the Borrower or any of its Subsidiaries, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) shall not exceed the Letter of Credit Commitment, $25,000,000 and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 thereof, and (ii) fifteen days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, Agent or any Lender Lender, by notice to the Administrative Agent Issuing Bank and the Issuer Borrower no later than 3:00 P.M. one Domestic Business Day prior to the requested date of Borrowing Date with respect to the issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied and such conditions remain unsatisfied as of the requested time of the issuance of Letter of Credit. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation for the benefit of the Borrower or any Subsidiary of its Subsidiaries in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall specify be accompanied by the Issuing Bank's standard letter of credit application, standard reimbursement agreement (ieach a "Reimbursement Agreement") whether and such Letter of Credit is a standby or commercial Letter of Creditother documentation as the Issuing Bank may reasonably require, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) executed by the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter The Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure the Borrower shall immediately pay to so notify shall not the Administrative Agent, for the account of the Issuing Bank, an amount equal to such payment in immediately available funds. (d) Notwithstanding anything to the contrary contained herein or in any manner affect Reimbursement Agreement, to the obligation extent that the terms of this Agreement shall be inconsistent with the Borrower to make reimbursement when due. In lieu terms of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueReimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct the amount terms of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer this Agreement shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable and 6 have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuer's standard Application and Agreement for Standby Letter of Credit (each a "Reimbursement Agreement") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the each Issuer of such fees as the Borrower and the such Issuer shall have agreed in writing, the each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an CHAR1\1889946v5 expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied or waived. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance, and (vi) the name of the proposed Issuer thereof. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the applicable Issuer and each other Lender thereof. The Such Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit; provided that in the event such Issuer fails to issue such Letter of Credit or is a Defaulting Lender, any other Issuer may (in its sole and absolute discretion, and notwithstanding that its Letter of Credit Exposure may exceed its Letter of Credit Commitment, but with (x) the consent of the Borrower and (y) notice to the Administrative Agent) issue such Letter of Credit otherwise in accordance with the terms hereof; provided further that immediately after the issuance thereof (A) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (B) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuer thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the such Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms standard terms and Conditions conditions for Letters letters of Credit credit of the Issuer thereof (each as amended, supplemented or replaced from time to time, the a “Reimbursement Agreement”) executed by the Borrower and delivered to the such Issuer. (c) Each payment by the an Issuer of a draft drawn drawing under a Letter of Credit issued thereby shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the such Issuer for the amount thereofthereof (together with any interest). The Such Issuer shall promptly notify the Borrower of such payment by the such Issuer of a draft drawn drawing under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which such Issuer made such payment of such drawing, the Borrower hereby authorizes the such Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the such Issuer, upon which the such Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer thereof shall have made payment of a drawing under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR CHAR1\1889946v5 Advances, from the date such Issuer made such payment of such drawing until the end of the Domestic Business Day following the day during which such Issuer made such payment of such drawing (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (d) In the event of any conflict between the terms hereof and the terms of any Reimbursement Agreement or Letter of Credit Application, the terms hereof shall control.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer Issuing Bank of such fees as the Borrower and the Issuer Issuing Bank shall have agreed in writing, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9section 2.19, to issue standby or commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of ---------------- ---------- Credit”") during the RC Commitment Period for the account of the Borrower, ------ provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate sum of the aggregate outstanding RC Loans and the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Commitment AmountRC Commitments. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance or last extension thereof or 5 days one Business Day prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the RC Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer Issuing Bank no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the applicable conditions set forth in Sections Section 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditBorrower. The Borrower shall give the Administrative Agent and the Issuing Bank a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon no later than 1:00 P.M at least two Domestic three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit (each a "Reimbursement Agreement") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the ------------------------ beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, Credit and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer Issuing Bank shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in a minimum amount of $1,000,000 and be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer Issuing Bank for the amount thereof. The Issuer Issuing Bank shall promptly notify the Borrower of such payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby irrevocably authorizes the Issuer Issuing Bank to deduct the amount of any such reimbursement from such any account(s) as of the Borrower may from time to time designate in writing to maintained with the IssuerIssuing Bank, upon which the Issuer Issuing Bank shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances Loans plus 2%% (calculated in the same manner as ABR Loans), from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) 1. Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each the "LETTERS OF CREDIT"; each, individually, a “Letter of Credit” and, collectively, the “Letters of Credit”"LETTER OF CREDIT") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of than one year from the date of issuance thereof or 5 days Business Day prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 6 has not been satisfied. (b) 2. Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary thereof in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit a. as a condition to a transaction entered into in connection with the Borrower's ordinary course of business, or b. as support for Indebtedness incurred by the Borrower, and permitted under Section 8.1, in connection with a Permitted Acquisition. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit (each, a "REIMBURSEMENT AGREEMENT") executed by an Authorized Signatory of the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) 3. Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the each Issuer of such fees as the Borrower and the such Issuer shall have agreed in writing, the each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied or waived. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance, and (vi) the name of the proposed Issuer thereof. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the applicable Issuer and each other Lender thereof. The Such Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit; provided that in the event such Issuer fails to issue such Letter of Credit or is a Defaulting Lender, any other Issuer may (in its sole and absolute discretion, and notwithstanding that its Letter of Credit Exposure may exceed its Letter of Credit Commitment, but with (x) the consent of the Borrower and (y) notice to the Administrative Agent) issue such Letter of Credit otherwise in accordance with the terms hereof; provided further that immediately after the issuance thereof (A) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (B) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuer thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the such Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms standard terms and Conditions conditions for Letters letters of Credit credit of the Issuer thereof (each as amended, supplemented or replaced from time to time, the a “Reimbursement Agreement”) executed by the Borrower and delivered to the such Issuer. (c) Each payment by the an Issuer of a draft drawn under a Letter of Credit issued thereby shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the such Issuer for the amount thereof. The Such Issuer shall promptly notify the Borrower of such payment by the such Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which such Issuer made such payment of such draft, the Borrower hereby authorizes the such Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the such Issuer, upon which the such Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer thereof shall have made payment of a draft drawn under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances, from the date such Issuer made such payment of such draft until the end of the Domestic Business Day following the day during which such Issuer made such payment of such draft (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (d) In the event of any conflict between the terms hereof and the terms of any Reimbursement Agreement or Letter of Credit Application, the terms hereof shall control.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial letters of credit (each the "Standby Letters of Credit") or commercial (trade) letters of credit (the "Trade Letters of Credit", and together with the Standby Letters of Credit, the "Letters of Credit"; each, individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period denominated in Dollars for the account of the BorrowerBorrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior (ii) (A) with respect to the Commitment Termination Date and, in the case of commercial Letters each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur each Trade Letter of 180 days from Credit, the date of issuance thereof or 5 days prior to thirtieth day before the Commitment Termination Revolving Credit Maturity Date. No Issuing Bank shall issue any Letter of Credit shall be issued if the Administrative Agentif, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, such Issuing Bank shall have determined received written notice from any Credit Party that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 with respect thereto have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall specify be accompanied by such Issuing Bank's standard letter of credit application, standard reimbursement agreement (ieach a "Reimbursement Agreement") whether and such Letter of Credit is a standby or commercial Letter of Creditother documentation as such Issuing Bank may reasonably require, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) executed by the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer such Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuersuch Issuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer such Issuing Bank shall reasonably require. Each Letter Such Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer an Issuing Bank of a draft drawn under a Letter of Credit, but any failure the Borrower shall pay to so notify shall not the Administrative Agent, for the account of such Issuing Bank, an amount equal to such payment. (d) Notwithstanding anything to the contrary contained herein or in any manner affect Reimbursement Agreement, to the obligation extent that the terms of this Agreement shall be inconsistent with the Borrower to make reimbursement when due. In lieu terms of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueReimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct the amount terms of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer this Agreement shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writinghereof, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or and commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the Commitment Period for the account of the a Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year 12 months from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 10 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, the Issuer and the Issuer Company no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable and 6 have not been satisfiedsatisfied and such conditions remain unsatisfied as of the requested date of issuance of such Letter of Credit. (b) Each Letter of Credit shall be issued at for the request account of the applicable Borrower in support of an obligation of the such Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with such Borrower's ordinary course of business. The Company on behalf of a Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days (or such other period as the Issuer and the Company may agree) prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the a Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the applicable Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer Issuing Bank of such fees as the Borrower and the Issuer Issuing Bank shall have agreed in writing, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.19, to issue standby or commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the RC Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate sum of the aggregate outstanding RC Loans and the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Commitment AmountRC Commitments. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance or last extension thereof or 5 days one Business Day prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the RC Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer Issuing Bank no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the applicable conditions set forth in Sections Section 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditBorrower. The Borrower shall give the Administrative Agent and the Issuing Bank a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon no later than 1:00 P.M at least two Domestic three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit (each a "Reimbursement Agreement") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, Credit and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer Issuing Bank shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in a minimum amount of $1,000,000 and be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer Issuing Bank for the amount thereof. The Issuer Issuing Bank shall promptly notify the Borrower of such payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby irrevocably authorizes the Issuer Issuing Bank to deduct the amount of any such reimbursement from such any account(s) as of the Borrower may from time to time designate in writing to maintained with the IssuerIssuing Bank, upon which the Issuer Issuing Bank shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances Loans plus 2%% (calculated in the same manner as ABR Loans), from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” "LETTER OF CREDIT" and, collectively, the “Letters of Credit”"LETTERS OF CREDIT") during the Commitment Period for the account of the Borrower, provided PROVIDED that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuer's standard Application and Agreement for Standby Letter of Credit (each a "REIMBURSEMENT AGREEMENT") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus PLUS the Applicable Margin applicable to ABR Advances plus PLUS 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.20, to issue standby or commercial letters of credit in Core Currencies (the "Letters of Credit"; each a “"Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of one or more of the Borrower, provided that immediately after the issuance of each Letter of Credit Applicants, provided, however, that, at the request of any Letter of Credit Applicant, the Issuing Bank may, in its sole discretion, issue one or more Letters of Credit for the account of such Letter of Credit Applicant in one or more Non-Core Currencies. The Letter of Credit Exposure at any one time outstanding shall not exceed the lesser of (i) the Letter amount of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, Commitment and (ii) the excess, if any, of the sum of the Aggregate Commitments over the sum of the aggregate outstanding principal amount of all Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Currency Loan). The Letter of Credit Exposure at any one time outstanding attributable to all Letters of Credit issued in Non-Core Currencies shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied.the (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support applicable Letter of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance Credit Applicant for general corporate purposes of such Letter of CreditCredit Applicant and its Subsidiaries. The Borrower Such Letter of Credit Applicant and the Parent shall give the Administrative Agent a Letter of Credit Request for the issuance of each such Letter of Credit by 12:00 Noon at least two Domestic 11:00 A.M. three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether be executed by such Letter of Credit is a standby or commercial Letter of CreditApplicant and the Parent, and shall specify (iii) the beneficiary of such Letter of Credit and the obligations of such Letter of Credit Applicant or any of its Subsidiaries, as the Borrower or the Subsidiary case may be, in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s such Letter of Credit Applicant's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, (iv) the requested date of issuance and (v) the requested date of issuanceapplicable Currency. Upon receipt of such Letter of Credit Request from such Letter of Credit Applicant and the BorrowerParent, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to and adequate and fair means in the conditions under which a drawing may be made thereunder and sole discretion of the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer.Issuing Bank shall (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit designated in a Core Currency shall give rise to an obligation on the obligation part of the Borrower applicable Letter of Credit Applicant to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer shall promptly notify the Borrower of thereof at its Applicable Payment Office in such Core Currency. (d) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure Credit designated in a Non-Core Currency shall give rise to so notify shall not in any manner affect an obligation on the obligation part of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a applicable Letter of Credit shall not be paid when due (whether at Applicant to reimburse the stated maturity thereof, by acceleration or otherwise), such overdue Issuing Bank immediately for the amount shall bear interest, payable upon demandthereof in Dollars, at a rate per annum equal such office as the Issuing Bank shall designate to the Alternate Base Rate plus Administrative Agent, the Applicable Margin applicable Parent and such Letter of Credit Applicant, in an amount based upon the all-in cost of funds in Dollars of the Issuing Bank to ABR Advances plus 2%, from the date of fund such nonpayment until paid in full draft (whether before or after the entry of each a judgment thereon)."

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the its Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments and (iii) each Lender’s Revolving Credit Exposure would not exceed such Lender’s Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any OFAC Sanctions or (ii) in any manner that would result in a violation of any OFAC Sanctions by any party to this Agreement. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 p.m. New York City time, two Domestic (2) Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby or documentary letters of credit, as applicable (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to payment from the date such reimbursement. If all or any portion payment was made by the Issuing Bank; provided that, if the amount of any reimbursement obligation in respect of a the draft drawn under such Letter of Credit shall is not be paid when due (whether at less than $1,000,000, the stated maturity thereofBorrower may, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal subject to the Alternate Base Rate plus the Applicable Margin applicable conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.13 that such payment be financed with an ABR Advances plus 2%, from the date Loan in an equivalent amount of such nonpayment until paid in full (whether before or after draft drawn under such Letter of Credit and, to the entry of a judgment thereon)extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loan.

Letter of Credit Sub-Facility. (a) Xxxxx Fargo issued the Existing Letters of Credit under the Existing Xxxxx Fargo Loan Documents. As of the Effective Date, each Lender (other than Xxxxx Fargo) severally assumes a portion of the risk associated with the Existing Letters of Credit in accordance with its Commitment Percentage. Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters Documentary Letters of credit Credit and Standby Let ters of Credit (each a “collectively, the "Additional Letters of Credit"; each, individually, an "Additional Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Additional Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the con ditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Com mitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Additional Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) ten Business Days before the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Additional Letter of Credit shall be issued if the Administrative Agent, the Issuing Bank or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condi tion set forth in Sections Section 5 and/or Section 6, as applicable have or 6 has not been satisfied. Xxxxx Fargo agrees that it will not agree to or otherwise permit any amendment or other modification to, waiver under, or extension of, any Existing Letter of Credit, it being the intention of the parties that each Existing Letter of Credit which would otherwise be extended on its stated expiration date shall be replaced, subject to the terms and conditions of this Agreement, on such stated expiration date by an Additional Letter of Credit. (b) Each Additional Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of if a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Additional Letter of Credit by 12:00 Noon at least two Domestic 1:00 p.m., three Business Days prior to the requested re quested date of issuance. Such Each Letter of Credit Request shall be accompanied by the Issuing Bank's standard Ap plication and Agreement for Standby Letter of Credit (each, a "Reimbursement Agreement") executed by an Authorized Signatory of the Borrower, and shall specify (i) whether such the requested Letter of Credit is a standby Documentary Letter of Credit or commercial a Standby Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary Bor rower in respect of which such Additional Letter of Credit is to be issued, (iii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Additional Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Additional Letter of Credit, and (v) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Additional Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Additional Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Additional Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obliga tion on the obligation part of the Borrower to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitment. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 p.m. New York City time, two Domestic Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby letters of credit (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, payment from the date of such nonpayment until paid in full (whether before or after payment was made by the entry of a judgment thereon)Issuing Bank.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, Bank agrees to issue and extend standby or and commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided, provided however, that immediately after the issuance of each Letter of Credit (ia) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each no Letter of Credit shall have an expiration date which shall be not that is later than, in than the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Revolving Line Termination Date. No ; (b) the aggregate Letter of Credit Obligations at any one time shall be issued if not exceed $600,000, and (c) the Administrative Agent, or any Lender by notice to sum of the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each aggregate Letter of Credit Obligations plus the aggregate outstanding principal amount of all outstanding amounts under the Revolving Line shall not exceed $1,000,000. All letters of credit will be issued at on terms and conditions acceptable to the request of Bank and the Borrower will execute and deliver to the Bank any and all additional documents as are usual and customary in support connection with the issuance of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give will pay to the Administrative Agent a Bank non-refundable Letter of Credit Request for fees in amounts and at such times as may be mutually agreed upon by the issuance Bank and the Borrower. On the Revolving Line Termination Date, or upon any demand by the Bank during the continuance of each any Event of Default, the Borrower shall provide to the Bank cash collateral in an amount equal to the then-existing exposure under Letters of Credit. If the Bank is required to pay any amount with respect to any Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to issued for the requested date account of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent then such amount shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, automatically be deemed to be a draw on the proposed date of issuance Revolving Line and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to all of the Terms terms and Conditions for conditions hereof. The Borrower hereby agrees to indemnify and hold harmless the Bank from and against any and all losses, liabilities, claims, damages, costs, or expenses of any kind or nature (including consequential damages) that the Bank may incur or that may be claimed against the Bank by reason of or related in any manner to the Letters of Credit (as amendedCredit; provided, supplemented or replaced from time to timehowever, the “Reimbursement Agreement”) executed by that the Borrower shall not be required to indemnify the Bank from and delivered against any such losses, liabilities, claims, damages, costs, or expenses to the Issuer. (c) Each payment extent, but only to the extent, that they are caused by the Issuer of a draft drawn failure to honor a draw under a Letter of Credit shall give rise that conforms strictly to the obligation requirements of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any by a failure to so notify shall not in any manner affect perform contractual obligations, or by the obligation willful misconduct or gross negligence of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)Bank.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any a Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s or such Subsidiary’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least 2:00 p.m. New York City time, two Domestic Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard application and agreement for standby or documentary letters of credit, as applicable (each, a “Reimbursement Agreement”) executed by the President of the Borrower or a Financial Officer, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time two Business Days after the amount thereof. The Issuer shall promptly notify the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to payment from the date such reimbursement. If all or any portion payment was made by the Issuing Bank; provided that, if the amount of any reimbursement obligation in respect of a the draft drawn under such Letter of Credit shall is not be paid when due (whether at less than $1,000,000, the stated maturity thereofBorrower may, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal subject to the Alternate Base Rate plus the Applicable Margin applicable conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.13 that such payment be financed with an ABR Advances plus 2%, from the date Loan in an equivalent amount of such nonpayment until paid in full (whether before or after draft drawn under such Letter of Credit and, to the entry of a judgment thereon)extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loan.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter the "STANDBY LETTERS OF CREDIT") or commercial (trade) letters of Credit” credit (the "TRADE LETTERS OF CREDIT" and, collectively, together with the “Standby Letters of Credit”, the "LETTERS OF CREDIT") denominated in Dollars during the Revolving Credit Commitment Period for the account of the Parent Borrower, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) five Business Days before the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Scheduled Revolving Credit Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Parent Borrower in support of an obligation of the Parent Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. The Parent Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m. three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall specify be accompanied by the Issuing Bank's standard letter of credit application, standard reimbursement agreement (ieach a "REIMBURSEMENT AGREEMENT") whether and such Letter of Credit is a standby or commercial Letter of Creditother documentation as the Issuing Bank may reasonably require, (ii) executed by the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Parent Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Parent Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter The Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request issuance, and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit, but any failure the Parent Borrower shall pay to so notify shall not the Administrative Agent, for the account of the Issuing Bank, an amount equal to such payment. (d) Notwithstanding anything to the contrary contained herein or in any manner affect Reimbursement Agreement, to the obligation extent that the terms of this Agreement shall be inconsistent with the Borrower to make reimbursement when due. In lieu terms of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueReimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct the amount terms of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer this Agreement shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial (trade) letters of credit (the “Trade Letters of Credit”), denominated in Dollars for the account of the BorrowerBorrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later thanthan the earlier of (i) twelve months after the date of Issuance thereof (provided that any Letter of Credit may provide for the automatic extension thereof for additional one year periods unless the relevant Issuing Bank shall provide notice to the beneficiary under, and in accordance with the case terms of, such Letter of standby Letters Credit, that it has elected not to allow such automatic extension) or (ii) (A) with respect to each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters each Trade Letter of Credit, the earlier thirtieth day before the Revolving Credit Maturity Date; provided that no Letter of Credit may expire after the existing Revolving Credit Maturity Date of any Lender who did not agree to occur extend the same in accordance with Section 2.14 if, after giving effect to such Issuance, the aggregate Commitments of 180 days from the date Lenders (including any replacement Lenders) who have agreed to extend the Revolving Credit Maturity Date would be less than the Letter of issuance thereof or 5 days prior to the Commitment Termination Credit Exposure expiring after such existing Revolving Credit Maturity Date. No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be issued under any obligation to Issue any Letter of Credit if the Administrative Agent(i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any Lender by notice law applicable to such Issuing Bank or any request or directive (whether or not having the Administrative Agent force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Letter of Credit if, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have determined received written notice from any Credit Party that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 with respect thereto have not been satisfied. (b) Each Letter of Credit shall be issued at Issued for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. Each Letter of Credit shall be Issued in a minimum amount of $5,000 or such lesser amount as the Administrative Agent and the relevant Issuing Bank may agree. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance Issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuanceIssuance. Such Each Letter of Credit Request shall specify be accompanied by such Issuing Bank’s standard letter of credit application, standard reimbursement agreement (ieach a “Reimbursement Agreement”) whether and such Letter of Credit is other documentation as such Issuing Bank may reasonably require, executed by the Borrower. The Administrative Agent shall notify such Issuing Bank (and simultaneously provide to such Issuing Bank a standby or commercial Letter of Credit, (ii) the beneficiary copy of such Letter of Credit Request) and each other Lender thereof no later than 1:00 p.m., on the obligations date of receipt of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, by the Administrative Agent shall promptly notify in accordance with the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Creditforegoing sentence. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuersuch Issuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer such Issuing Bank shall reasonably require. Each Letter Such Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request Issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, Issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer an Issuing Bank of a draft drawn under a Letter of Credit, but any failure the Issuer shall notify the Borrower and the Administrative Agent of such drawing. The Borrower shall pay to so notify the Administrative Agent, for the account of such Issuing Bank, an amount equal to such payment in immediately available funds (1) if such notification is received by the Borrower on or before 11:00 a.m., on a Business Day, prior to 2:00 p.m., on such Business Day, and (2) in all other cases, prior to 11:30 a.m., on the immediately succeeding Business Day. The Administrative Agent shall not remit such payment to such Issuing Bank, in any manner affect the form received, (x) if such payment is received by the Administrative Agent on or before 2:00 p.m., on a Business Day, on such Business Day, and (x) in all other cases, on the immediately succeeding Business Day. The obligation of the Borrower to make reimbursement when due. In lieu reimburse each Issuing Bank for each drawing under each Letter of Credit Issued by it and to repay each LC Disbursement shall, provided that the Borrower shall have received notice of such noticedrawing, if be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the Borrower has terms of this Agreement under all circumstances, including, without limitation, (i) any draft, demand certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, and (ii) any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment made reimbursement prior by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any bankruptcy or other debtor relief law. (d) Notwithstanding anything to the end contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall be inconsistent with the Domestic Business Day when dueterms of such Reimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct terms of this Agreement shall govern. (e) Unless otherwise specified herein, the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit at any time shall not be paid when due (whether at deemed to be the stated maturity amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, by acceleration or otherwise), such overdue the amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all increases, whether or not such maximum stated amount is in full effect at such time. (whether before f) The Borrower may at any time and from time to time with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) designate one or more Lenders to Issue Letters of Credit (each such Lender an “Additional Issuing Bank”). (g) All Letters of Credit listed on Schedule 1.1 hereto shall be deemed to have been Issued pursuant hereto, and from and after the entry of a judgment thereon)Effective Date shall be subject to and governed by the terms and conditions hereof.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the each Issuer of such fees as the Borrower and the such Issuer shall have agreed in writing, the each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, ; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied or waived. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such CHAR1\1787260v5 Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance, and (vi) the name of the proposed Issuer thereof. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the applicable Issuer and each other Lender thereof. The Such Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit; provided that in the event such Issuer fails to issue such Letter of Credit or is a Defaulting Lender, any other Issuer may (in its sole and absolute discretion, and notwithstanding that its Letter of Credit Exposure may exceed its Letter of Credit Commitment, but with (x) the consent of the Borrower and (y) notice to the Administrative Agent) issue such Letter of Credit otherwise in accordance with the terms hereof; provided further that immediately after the issuance thereof (A) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (B) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuer thereof, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the such Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms standard terms and Conditions conditions for Letters letters of Credit credit of the Issuer thereof (each as amended, supplemented or replaced from time to time, the a “Reimbursement Agreement”) executed by the Borrower and delivered to the such Issuer. (c) Each payment by the an Issuer of a draft drawn drawing under a Letter of Credit issued thereby shall give rise to the obligation of the Borrower to immediately promptly (and in any event within one Domestic Business Day) reimburse the such Issuer for the amount thereofthereof (together with any interest). The Such Issuer shall promptly notify the Borrower of such payment by the such Issuer of a draft drawn drawing under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when duefollowing the day during which such Issuer made such payment of such drawing, the Borrower hereby authorizes the such Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the such Issuer, upon which the such Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due on the date that the Issuer thereof shall have made payment of a drawing under such Letter of Credit, the amount of such Reimbursement Obligation shall bear interest, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances, from the date such Issuer made such payment of such drawing until the end of the Domestic Business Day following the day during which such Issuer made such payment of such drawing (whether at the stated maturity thereof, by acceleration or otherwise), and from and after such Domestic Business Day (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount Reimbursement Obligation shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the such due date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (d) In the event of any conflict between the terms hereof and the terms of any Reimbursement Agreement or Letter of Credit Application, the terms hereof shall control.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters Documentary Letters of credit Credit and Standby Letters of Credit (each collectively, the "Letters of Credit"; each, individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) ten Business Days before the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, the Issuing Bank or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections Article 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 1:00 p.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit or Application and Agreement for Commercial Letter of Credit, as applicable (each, a "Reimbursement Agreement"), executed by an Authorized Signatory of the Borrower, and shall specify (i) whether such the requested Letter of Credit is a standby Documentary Letter of Credit or commercial a Standby Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer Issuing Bank and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer Issuing Bank immediately for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, The Bank agrees to issue standby or commercial letters of credit (each a “"Letter of Credit” and") on behalf of the Borrower of up to $2,000,000.00. At no time, collectivelyhowever, shall the “total principal amount of all Advances outstanding under the Foreign Exchange Facility, together with the total face amount of all Letters of Credit outstanding, less any partial draws paid by the Bank, exceed the Line of Credit”) during . For the Commitment Period purposes hereof, any Letters of Credit issued and outstanding for the account of the Borrower, provided that immediately after Borrower as of the issuance of each Letter of Credit date hereof shall be deemed to be issued hereunder. (i) Upon the Bank's request, the Borrower shall promptly pay to the Bank issuance fees and such other fees, commissions, costs and any out-of-pocket expenses charged or incurred by the Bank with respect to any Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and Credit. (ii) The commitment by the Aggregate Bank to issue Letters of Credit Exposure shall not exceed shall, unless earlier terminated in accordance with the Aggregate Commitment Amount. Each terms of the Agreement, automatically terminate on the Expiration Date of the Line of Credit and no Letter of Credit shall have an expiration expire on a date which shall be not later than, in is 90 days after the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Expiration Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect Bank and in favor of beneficiaries satisfactory to the conditions under which a drawing Bank, provided that the Bank may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject refuse to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under issue a Letter of Credit shall give rise due to the obligation nature of the Borrower transaction or its terms or in connection with any transaction where the Bank, due to immediately reimburse the Issuer for beneficiary or the amount thereof. The Issuer shall promptly notify nationality or residence of the Borrower beneficiary, would be prohibited by any applicable law, regulation or order from issuing such Letter of such payment by Credit (iv) Prior to the Issuer issuance of a draft drawn under a each Letter of Credit, but any failure in no event later than 10:00 a.m. (California time) on the day such Letter of Credit is to so notify be issued (which shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic be a Business Day when dueDay), the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing shall deliver to the Issuer, upon which Bank a duty executed form of the Issuer shall apply the amount Bank's standard form of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect application for issuance of a Letter of Credit shall not be paid when due with proper insertions. (whether v) The Borrower shall, upon the Bank's request, promptly pay to and reimburse the Bank for all costs incurred and payments made by the Bank by reason of any future assessment, reserve, deposit or similar requirement or any surcharge, tax or fee imposed upon the Bank or as a result of the Bank's compliance with any directive or requirement of any regulatory authority pertaining or relating to any Letter of Credit. In the event that the Borrower fails to pay any drawing under any Letter of Credit or the balances in the depository account or accounts maintained by the Borrower with Bank are insufficient to pay such drawing, without limiting the rights of Bank hereunder or waiving any Event of Default caused thereby, Bank may, and Borrower hereby authorizes Bank to create an Advance bearing interest at the stated maturity thereof, by acceleration rate or otherwise), rates provided in Section 8.2 hereof to pay such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)drawing.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agreeseach Issuing Bank shall, in reliance on the agreement of the other A or B (as applicable) Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each a the “Letter Standby Letters of Credit” and”) or commercial (trade) letters of credit (the “Trade Letters of Credit”, collectivelyand together with the Standby Letters of Credit, the “Letters of Credit”, each, individually, a “Letter of Credit”) denominated in Dollars during the Revolving Credit Commitment Period for the account of the Borrower and for the benefit of, in the case of Letters of Credit issued under the Letter of Credit A Commitment, the Borrower, any of its Subsidiaries or any Parent, and , in the case of Letters of Credit issued under the Letter of Credit B Commitment, the Borrower or any of its Subsidiaries, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit A or B (as applicable) Exposure of all A or B (as applicable) Lenders shall not exceed the Aggregate Revolving Credit A or B (as applicable) Commitment Amount, (ii) in the case of Letters of Credit issued under the Letter of Credit A Commitment, the Letter of Credit A Exposure of all A Lenders attributable to all Letters of Credit issued for the benefit of any Parent (each, a “Parent Letter of Credit”) shall not exceed $20,000,000, and (iiiii) the Aggregate A or B (as applicable) Credit Exposure shall not exceed the Aggregate Revolving Credit A or B (as applicable) Commitment Amount, and provided further that with respect to the issuance of any Parent Letter of Credit, the Borrower would be permitted to make a demand loan to a Parent pursuant to the terms of Section 8.6(ii) in an amount equal to the face amount of such Parent Letter of Credit. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 thereof, and (ii) fifteen days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, Agent or any Lender A or B (as applicable) Lender, by notice to the Administrative Agent applicable Issuing Bank and the Issuer Borrower no later than 3:00 P.M. one Domestic Business Day prior to the requested date of Borrowing Date with respect to the issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 have not been satisfiedsatisfied and such conditions remain unsatisfied as of the requested time of the issuance of Letter of Credit. (b) Each Letter of Credit shall be issued at for the request account of the Borrower for the benefit of, in support the case of an obligation Letters of Credit issued under the Letter of Credit A Commitment, the Borrower, any of its Subsidiaries or any Parent, and, in the case of Letters of Credit issued under the Letter of Credit B Commitment, the Borrower or any Subsidiary of its Subsidiaries, in each case in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuance. Such Each Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such requested Letter of Credit is to be issued, (iii) issued under the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit A or B Commitment and shall be accompanied by the applicable Issuing Bank’s standard letter of credit application, standard reimbursement agreement (each a “Reimbursement Agreement”) and such other documentation to be required in respect thereofas such Issuing Bank may reasonably require, (iv) executed by the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuanceBorrower. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer applicable Issuing Bank and each other A or B (as applicable) Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuerapplicable Issuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer such Issuing Bank shall reasonably require. Each Letter The applicable Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amendedthe Reimbursement Agreement and to the other terms and conditions of this Agreement, supplemented issue the requested Letter of Credit. On or replaced from time to timebefore the issuance of each Parent Letter of Credit, the “Reimbursement Agreement”) such Parent shall have executed by the Borrower and delivered to the IssuerBorrower a Demand Note, in an amount equal to the face amount of such Parent Letter of Credit, evidencing the obligations of such Parent to reimburse the Borrower for any drawings under such Parent Letter of Credit, which Demand Note shall have been pledged to the Collateral Agent pursuant to the Security Documents. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer an Issuing Bank of a draft drawn under a Letter of Credit, but any failure the Borrower shall immediately pay to so notify shall not the Administrative Agent, for the account of such Issuing Bank, an amount equal to such payment in immediately available funds. (d) Notwithstanding anything to the contrary contained herein or in any manner affect Reimbursement Agreement, to the obligation extent that the terms of this Agreement shall be inconsistent with the Borrower to make reimbursement when due. In lieu terms of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when dueReimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct the amount terms of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer this Agreement shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof of this Agreement and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingagreed, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the Revolving Credit Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter aggregate amount available to be drawn under all Letters of Credit Exposure of all Lenders (whether or not the conditions for drawing thereunder have or may be satisfied) shall not exceed the Letter of Credit Commitment$5,000,000, and (ii) the Aggregate Revolving Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Each Letter of Credit shall have an expiration date which shall not be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year (1) twelve months from the date of issuance thereof or 5 days prior to the Commitment Termination Date and(or, in the case of commercial Letters of Creditany renewal or extension thereof, twelve months after such renewal or extension), or (2) the earlier to occur of 180 days from day immediately preceding the date of issuance thereof or 5 days prior to the Revolving Credit Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower's or such Subsidiary's business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Noon, five Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuer's standard Application and Agreement for Standby Letter of Credit (each, a "Reimbursement Agreement") executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the such Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s 's proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance (or up to five days earlier, if so consented to by the Borrower) and subject to the other terms and conditions of this Agreementthe Loan Documents, issue the requested Letter of Credit, provided, however, that no Letter of Credit shall be issued if the Agent, the Issuer or any Lender by notice to the Agent no later than 3:00 P.M. four Domestic Business Days prior to the requested date of issuance of such Letter of Credit, shall have determined that any condition set forth in Sections 5 or 6 shall not have been satisfied. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).and

Letter of Credit Sub-Facility. 4.1 L/C Commitment. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writinghereof, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, each Issuing Bank agrees to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, Company on any Business Day during the Commitment Period in such form as shall be reasonably acceptable to such Issuing Bank; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No no Letter of Credit shall be issued if if, after giving effect thereto (i) the Administrative Agent, aggregate amount of the Domestic Revolving Credit Exposure of all the Domestic Lenders would exceed the lesser of (A) the aggregate amount of the Domestic Revolving Credit Commitments or any Lender by notice to (B) the Administrative Agent and Domestic Borrowing Base then in effect or (ii) the Issuer no later than 3:00 P.M. one Domestic Business Day prior to aggregate amount of the requested date of issuance of such Letter of Credit, shall have determined that L/C Obligations would exceed the conditions set forth L/C Commitment then in Sections 5 and/or Section 6, as applicable have not been satisfiedeffect. (b) Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued at the request to support obligations of the Borrower in support of an obligation of the Borrower Company or any Subsidiary in favor of its Subsidiaries, contingent or otherwise, to provide credit support for workers' compensation, other insurance programs and other lawful corporate purposes (a beneficiary who has requested the Issuance of such "Standby Letter of Credit. The Borrower shall give ") or (B) a commercial letter of credit issued in respect of the Administrative Agent purchase of goods and services in the ordinary course of business of the Company and its Subsidiaries (a "Commercial Letter of Credit Request for Credit"; together with the Standby Letters of Credit, the "Letters of Credit"); and (ii) expire no later than the earlier of 365 days after its date of issuance of each Letter of Credit by 12:00 Noon at least two Domestic and 5 Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) Termination Date; provided that unless the beneficiary relevant Issuing Bank notifies the Company not less than 30 days prior to the expiry of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which that such Issuing Bank is not willing to extend it, any such Letter of Credit may by its terms be automatically extended for periods of one year from the current or any future expiration date thereof (but not to any date which is to be issued, (iii) the Borrower’s proposal as later than 5 Business Days prior to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, Termination Date). (ivc) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amendedUniform Customs and, supplemented or replaced from time to timethe extent not inconsistent therewith, the “Reimbursement Agreement”) executed by laws of the Borrower and delivered to the IssuerState of New York. (cd) Each payment by the Issuer of a draft drawn under No Issuing Bank shall at any time be obligated to issue a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of hereunder if such payment by the Issuer of a draft drawn under a Letter of Creditissuance would conflict with, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of or cause such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all Issuing Bank or any portion Domestic Lender to exceed any limits imposed by, any applicable Requirement of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon)Law.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (provided, however that any commercial letter of credit issued hereunder shall provide for 37 payment in cash only and not pursuant to time drafts) (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the BorrowerBorrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Standby Letter of Credit Exposure of all Lenders (whether or not the conditions for drawing under any Standby Letter of Credit have or may be satisfied) would not exceed the Standby Letter of Credit Commitment Amount, (iv) the Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit, and (v) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the aggregate Letters of Credit issued by an Issuing Bank exceed 20% of the Letter of Credit Commitment Amount. Each No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have an expiration date which been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be not later thanunder any obligation to Issue any Letter of Credit if (i) any order, in the case judgment or decree of standby Letters any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the earlier force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to occur such Letter of one year from Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters such requested Letter of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter issue Letters of Credit shall be issued if in the Administrative Agentrequested currency, or any Lender (iii) except as otherwise agreed by notice to the Administrative Agent and such Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, or (iv) the Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have determined received written notice from any Credit Party that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 with respect thereto have not been satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or last extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (b) Each Letter of Credit shall be issued at Issued for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance of such Letter of Credit. The Borrower shall give Credit as a condition to a transaction entered into in the Administrative Agent a Letter ordinary course of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Creditbusiness. Each Letter of Credit shall be Issued in form and substance reasonably satisfactory to a minimum amount of $5,000 or such lesser amount as the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder Administrative Agent and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).relevant Issuing Bank may

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed Table of Contents the conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitment. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to (ii) ten Business Days before the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections 5 and/or Section 6, as applicable have 5.01 or 5.02 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 2:00 p.m. New York City time, three Business Days prior to the requested date of issuance. Such If requested by the Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing Bank’s standard Application and Agreement for Standby Letter of Credit (each, a “Reimbursement Agreement”) executed by an authorized signatory of the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date dates of issuanceissuance and expiration. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerIssuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Issuing Bank shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter The Issuing Bank shall, on the proposed date of Credit Request issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower , if any, and delivered to the Issuerother terms and conditions of this Agreement, issue the requested Letter of Credit. (c) Each payment by the Issuer Issuing Bank of a draft drawn under a Letter of Credit shall give rise to an obligation on the obligation part of the Borrower to immediately reimburse the Issuer for Issuing Bank by 3:00 P.M. New York City time on the amount thereof. The Issuer shall promptly notify next Business Day after the Borrower date of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply together with interest on the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, payment from the date of such nonpayment until paid in full (whether before or after payment was made by the entry of a judgment thereon)Issuing Bank.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writinghereof, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or and commercial letters of credit (each a “"Letter of Credit” " and, collectively, the “"Letters of Credit”") during the Commitment Period for the account of the a Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year 12 months from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 10 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent Agent, the Issuer and the Issuer Company no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable and 6 have not been satisfiedsatisfied and such conditions remain unsatisfied as of the requested date of issuance of such Letter of Credit. (b) Each Letter of Credit shall be issued at for the request account of the applicable Borrower in support of an obligation of the such Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with such Borrower's ordinary course of business. The Company on behalf of a Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days (or such other period as the Issuer and the Company may agree) prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the a Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the applicable Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer each Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (provided, however that any commercial letter of credit issued hereunder shall provide for payment in cash only and not pursuant to time drafts) (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the BorrowerBorrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Standby Letter of Credit Exposure of all Lenders (whether or not the conditions for drawing under any Standby Letter of Credit have or may be satisfied) would not exceed the Standby Letter of Credit Commitment Amount, (iv) the Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit, and (v) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the L/C Obligations of an Issuing Bank exceed 34% of the aggregate L/C Obligations hereunder. Each No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have an expiration date which been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be not later thanunder any obligation to Issue any Letter of Credit if (i) any order, in the case judgment or decree of standby Letters any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the earlier force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to occur such Letter of one year from Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters such requested Letter of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter issue Letters of Credit shall be issued if in the Administrative Agentrequested currency, or any Lender (iii) except as otherwise agreed by notice to the Administrative Agent and such Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, or (iv) the Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have determined received written notice from any Credit Party that the conditions set forth in Sections 5 and/or Section 6, as applicable 6 with respect thereto have not been satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or last extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (b) Each Letter of Credit shall be issued at Issued for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary thereof in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in the ordinary course of business. Each Letter of Credit shall be Issued in a minimum amount of $5,000 or such lesser amount as the Administrative Agent and the relevant Issuing Bank may agree. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance Issuance of each Letter of Credit by 12:00 Noon at least two Domestic no later than 11:00 a.m., three Business Days prior to the requested date of issuanceIssuance. Such Each Letter of Credit Request shall specify be accompanied by such Issuing Bank’s standard letter of credit application, standard reimbursement agreement (ieach a “Reimbursement Agreement”) whether and such Letter of Credit is other documentation as such Issuing Bank may reasonably require, executed by the Borrower. The Administrative Agent shall notify such Issuing Bank (and simultaneously provide to such Issuing Bank a standby or commercial Letter of Credit, (ii) the beneficiary copy of such Letter of Credit Request) and each other Lender thereof no later than 1:00 p.m., on the obligations date of receipt of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, by the Administrative Agent shall promptly notify in accordance with the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Creditforegoing sentence. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuersuch Issuing Bank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer such Issuing Bank shall reasonably require. Each Letter Such Issuing Bank shall, on the proposed date of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request Issuance and each Letter of Credit shall be subject to the Terms terms and Conditions for Letters conditions of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower Agreement and delivered to the Issuerother terms and conditions of this Agreement, Issue the requested Letter of Credit. (c) Each Upon each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer an Issuing Bank of a draft drawn under a Letter of Credit, but the Issuer shall notify the Borrower and the Administrative Agent of such drawing. The Borrower shall pay to the Administrative Agent, for the account of such Issuing Bank, an amount equal to such payment in immediately available funds (1) if such notification is received by the Borrower on or before 11:00 a.m. on a Business Day, prior to 2:00 p.m., on such Business Day if to be reimbursed in Dollars, or the Applicable Time if to be reimbursed in the Alternative Currency, and (2) in all other cases, prior to 11:30 a.m., on the immediately succeeding Business Day. In case of a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall be reimbursed in such Alternative Currency, unless (A) the Issuing Bank (at its option) shall have specified in a notice given pursuant to this Section 2.10(c) that it will require reimbursement in Dollars, or (B) in the absence of such requirement for reimbursement in Dollars, the Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Bank in Dollars. In the case of any failure such reimbursement in Dollars of a draft under a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall notify the Administrative Agent of the Dollar Equivalent of the amount of the draft promptly following the determination thereof. The Administrative Agent shall remit such payment to so notify shall not such Issuing Bank, in any manner affect the form received, (x) if such payment is received by the Administrative Agent on or before 2:00 p.m., on a Business Day, on such Business Day, and (x) in all other cases, on the immediately succeeding Business Day. The obligation of the Borrower to make reimbursement when due. In lieu reimburse each Issuing Bank for each drawing under each Letter of Credit Issued by it and to repay each LC Disbursement shall, provided that the Borrower shall have received notice of such noticedrawing, if be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the Borrower has terms of this Agreement under all circumstances, including, without limitation, (i) any draft, demand certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, and (ii) any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment made reimbursement prior by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in- possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any bankruptcy or other debtor relief law. (d) Notwithstanding anything to the end contrary contained herein or in any Reimbursement Agreement, to the extent that the terms of this Agreement shall be inconsistent with the Domestic Business Day when dueterms of such Reimbursement Agreement, the Borrower hereby authorizes the Issuer to deduct terms of this Agreement shall govern. (e) Unless otherwise specified herein, the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all increases, whether or not such maximum stated amount is in effect at such time. (f) The Borrower may at any time, and from time to time, designate one or more Lenders to Issue Letters of Credit (each such Lender an “Additional Issuing Bank”) with the consent of such Lender (in its sole discretion) and the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). (g) All Letters of Credit listed on Schedule 1.1 hereto shall be deemed to have been Issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. (h) Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. (i) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. (j) If the Borrower so requests in any applicable Letter of Credit application, an Issuing Bank may, in its sole discretion, agree to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Borrower shall not be paid when due required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (whether but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time prior to an expiry date not later than the stated maturity thereofLetter of Credit expiration date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by acceleration reason of the provisions of Section 2.10 (a) or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to or (B) it has received notice (which may be by telephone or in writing) on or before the Alternate Base Rate plus day that is seven Business Days before the Applicable Margin applicable to ABR Advances plus 2%, Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.1 is not then satisfied, and in each such case directing the such Issuing Bank not to permit such extension. (k) For so long as any Letter of Credit issued by an Issuing Bank is outstanding, such Issuing Bank shall deliver to Administrative Agent on the last Business Day of each calendar month, and on each date that a Letter of Credit extension occurs with respect to any such nonpayment until paid Letter of Credit, a report substantially in full (whether before or after the entry form of a judgment thereon)Exhibit M, appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each the "Letters of Credit"; each, individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter aggregate amount available to be drawn under all Letters of Credit Exposure of all Lenders shall (whether or not the conditions for drawing thereunder have or may be satisfied) would not exceed the Letter of Credit Commitment$15,000,000, and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount. Each Letter of Credit issued pursuant to this Section shall have an expiration a termination date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (1) twelve months after the date of issuance thereof or 5 days prior to and (2) the Commitment Termination Date and, in Business Day immediately preceding the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Sections Section 5 and/or Section 6, as applicable have or 6 has not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support solely for workmen's compensation purposes and performance and payment bonds and other obligations of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of Creditlike nature. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic 11:00 a.m., three Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such be accompanied by the Issuing Bank's standard Application and Agreement for Standby Letter of Credit is a standby or commercial Letter of Credit(each, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).a

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof hereof, as a sub-facility under the Revolving Loan, the Administrative Agent, upon the application of the Company, will issue standby letters of credit (the "Sub-Facility Letters of Credit") in an aggregate stated value at any one time outstanding of not more than $2,050,000.00 (the "Sub-Facility"); provided, however, that all Sub-Facility Letters of Credit issued under this Subsection (b) shall expire not later than March 31, 2002; and provided further, however, that nothing set forth in this Subsection (b) shall permit or be construed to permit at any time the payment outstanding principal balance of the Revolving Loan, inclusive of the undrawn stated amounts of all outstanding Sub-Facility Letters of Credit, to exceed $13,000,000.00. For purposes of determining the remaining availability under the Revolving Loan, each issuance of a Sub-Facility Letter of Credit by the Borrower Administrative Agent shall constitute an advance under the Revolving Loan in the stated amount of the Sub-Facility Letter of Credit as of the date of issuance. Each issuance of a Sub-Facility Letter of Credit by the Administrative Agent shall be deemed evidenced by the Revolving Note. The Company agrees to pay to the Issuer Administrative Agent, for the ratable benefit of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agreesBanks, in reliance on the agreement consideration of the other Lenders issuance of each Sub-Facility Letter of Credit a per annum fee calculated in accordance with the pricing grid set forth in Section 2.9, 2.15 of this Agreement equal to issue standby or commercial letters the percentage represented by the applicable Sub-Facility L/C Fee times the undrawn stated amount of credit (each a “such Sub-Facility Letter of Credit” and, collectively, such fee to be due and payable annually in advance commencing on the “Letters of Credit”) during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfied. (b) Each Letter of Credit shall be issued at the request of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Sub-Facility Letter of Credit. The Borrower shall give Company further agrees to pay quarterly in arrears, on the last Business Day of each quarter, to the Administrative Agent, for the Administrative Agent's own account, a fronting fee ("Fronting Fee") at a rate equal to 0.125% per annum on the average daily undrawn stated amount of each outstanding Sub-Facility Letter of Credit. Immediately upon the payment by the Administrative Agent a Letter of Credit Request for any sum drawn by the issuance beneficiary of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial an outstanding Sub-Facility Letter of Credit, the amount of such payment shall be automatically transferred to the Administrative Agent as a cash advance under the Revolving Loan, thereby converting such amount from an advance by the Administrative Agent under the Sub-Facility to a cash advance by the Banks (iisubject to each Bank's Commitment Percentage) under the Revolving Loan. Immediately upon the payment by the Administrative Agent of any sum drawn by the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such an outstanding Sub-Facility Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount payment shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, interest from the date of such nonpayment advance is made until paid in full (whether before or after the entry as provided in Section 2.1 of a judgment thereon)this Agreement.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writingthis Agreement, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, Bank agrees to issue standby or commercial letters of credit (each each, a “Letter of Credit” and, collectively, the “Letters of Credit”"LETTER OF CREDIT") during the Letter of Credit Commitment Period for the account of the Borrower, provided that PROVIDED THAT immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit CommitmentCommitment Amount, and (ii) the Aggregate sum of the aggregate principal amount of the Revolving Credit Loans PLUS the Letter of Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount. Each of the Existing L/Cs shall be deemed to have been issued under the Letter of Credit Commitment. (b) Each Letter of Credit shall have an expiration date which shall not be not later thanthan the Business Day immediately preceding the Maturity Date, PROVIDED HOWEVER, that the Bank may agree, in the case of standby its sole discretion, to issue Letters of CreditCredit which have an expiration date later than the Revolving Credit Termination Date, at such time or times PRIOR TO the Term Loan Election having occurred. In the event that any Letters of Credit remain outstanding on the Maturity Date, whether the Maturity Date has occurred because of the Term Loan Election not having occurred or otherwise, the earlier to occur of one year from Borrower shall deposit with the date of issuance thereof or 5 days prior Bank on the Maturity Date an amount equal to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if Exposure on the Administrative Agent, or any Lender by notice to Maturity Date in a cash collateral account under the Administrative Agent and exclusive control of the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable have not been satisfiedBank. (bc) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the business of the Borrower. The Borrower shall give the Administrative Agent Bank a Letter of Credit Request Agreement for the issuance of each such Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to noon on the requested date of issuance. Such Letter issuance of Credit Request shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iv) the maximum amount to be available under such Letter of Credit, and (v) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the IssuerBank, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer Bank shall reasonably require. Each . (d) In determining whether to pay under any Letter of Credit, the Bank shall have no obligation to the Borrower other than to confirm that any documents required to be delivered under such Letter of Credit shall be used solely for have been delivered and that they appear to comply on their face with the purposes described therein. Each requirements of such Letter of Credit Request and Credit. Upon each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn Bank under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if shall reimburse the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct Bank for the amount of any such reimbursement from such account(s) as thereof upon demand therefor by the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursementBank. If all or any portion of any reimbursement obligation Reimbursement Obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereofupon demand, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demanddemand by the Bank, at a rate per annum equal to the Alternate Base Rate plus PLUS the Applicable Margin applicable to ABR Advances plus PLUS 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon). (e) Notwithstanding anything to the contrary contained in any Letter of Credit Agreement, to the extent that the terms of this Agreement shall be inconsistent with the terms of such Letter of Credit Agreement, the terms of this Agreement shall govern.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to the Issuer of such fees as the Borrower and the Issuer shall have agreed in writing, the Issuer agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent and the Issuer no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6, as applicable and 6 have not been satisfied. (b) Each Letter of Credit shall be issued at for the request account of the Borrower in support of an obligation of the Borrower or any Subsidiary in favor of a beneficiary who has requested the Issuance of such Letter of CreditCredit as a condition to a transaction entered into in connection with the Borrower’s ordinary course of business. The Borrower shall give the Administrative Agent a Letter of Credit Request for the issuance of each Letter of Credit by 12:00 Noon at least two Domestic Business Days prior to the requested date of issuance. Such Letter of Credit Request shall be accompanied by the Issuer’s standard Application and Agreement for Standby Letter of Credit (each a “Reimbursement Agreement”) executed by the Borrower, and shall specify (i) whether such Letter of Credit is a standby or commercial Letter of Credit, (ii) the beneficiary of such Letter of Credit and the obligations of the Borrower or the Subsidiary in respect of which such Letter of Credit is to be issued, (iiiii) the Borrower’s proposal as to the conditions under which a drawing may be made under such Letter of Credit and the documentation to be required in respect thereof, (iviii) the maximum amount to be available under such Letter of Credit, and (viv) the requested date of issuance. Upon receipt of such Letter of Credit Request from the Borrower, the Administrative Agent shall promptly notify the Issuer and each other Lender thereof. The Issuer shall, on the proposed date of issuance and subject to the other terms and conditions of this Agreement, issue the requested Letter of Credit. Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuer, with such provisions with respect to the conditions under which a drawing may be made thereunder and the documentation required in respect of such drawing as the Issuer shall reasonably require. Each Letter of Credit shall be used solely for the purposes described therein. Each Letter of Credit Request and each Letter of Credit shall be subject to the Terms and Conditions for Letters of Credit (as amended, supplemented or replaced from time to time, the “Reimbursement Agreement”) executed by the Borrower and delivered to the Issuer. (c) Each payment by the Issuer of a draft drawn under a Letter of Credit shall give rise to the obligation of the Borrower to immediately reimburse the Issuer for the amount thereof. The Issuer shall promptly notify the Borrower of such payment by the Issuer of a draft drawn under a Letter of Credit, but any failure to so notify shall not in any manner affect the obligation of the Borrower to make reimbursement when due. In lieu of such notice, if the Borrower has not made reimbursement prior to the end of the Domestic Business Day when due, the Borrower hereby authorizes the Issuer to deduct the amount of any such reimbursement from such account(s) as the Borrower may from time to time designate in writing to the Issuer, upon which the Issuer shall apply the amount of such deduction to such reimbursement. If all or any portion of any reimbursement obligation in respect of a Letter of Credit shall not be paid when due (whether at the stated maturity thereof, by acceleration or otherwise), such overdue amount shall bear interest, payable upon demand, at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Advances plus 2%, from the date of such nonpayment until paid in full (whether before or after the entry of a judgment thereon).