Common use of Letter of Credit Subfacility Clause in Contracts

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) Subject to the terms and conditions set forth herein: , (i) Upon the terms, subject to the conditions and Issuing Bank agrees in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders other Banks set forth in this Section 2.04Article III, (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is 30 days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryand its Subsidiaries, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.02(b) of this Section 2.04; and 3.02(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Banks with Revolving Commitments severally agree to participate in such Letters of Credit; provided however that the Issuing Bank shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after giving effect to, the Closing Dateissuance of such Letter of Credit, will be subject to and governed by (x) the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) Obligations plus the Total aggregate principal amount of all Revolving Credit Outstandings will not Loans made under the Revolving Commitments shall exceed the Aggregate Revolving Credit Commitments; Commitment or (By) the aggregate Outstanding Amount Letter of Credit Obligations shall exceed the Revolving Credit Loans Letter of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iiib) Subject to Section 2.04(b)(iv), The Issuing Bank shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Bank shall prohibit, or request that the L/C Issuer Issuing Bank refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (Bii) the Issuing Bank has received written notice from any Bank, the Administrative Agent or the Borrower on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (x) is more than one year after the date of issuance, unless the Majority Banks and the Issuing Bank have approved such expiry date in writing or (y) is later than the Maturity Date for Revolving Loans; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Bank, or the issuance of such a Letter of Credit would shall violate one or more policies of the L/C IssuerIssuing Bank; (Cv) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $20,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (i) Each of the Existing Letters of Credit shall be deemed issued and outstanding hereunder and deemed to have been issued pursuant to the Class A Funding Requirements. None of the Class B Lenders nor the Class C Lenders shall, in their capacities as such, have any continuing liability in respect of the Existing Letters of Credit, nor any obligation to participate in Letters of Credit which are hereafter issued. Each Class A Lender shall, in its capacities as such, continue to be obligated in respect of each Existing Letter of Credit, and shall be deemed to have purchased a ratable participation, in accordance with its Class A Funding Requirement, in each Existing Letter of Credit. (ii) Subject to the terms and conditions set forth herein: of this Agreement (i) Upon including Section 8.2), Borrower or any Co-Borrower may request from time to time during the terms, subject period from the Effective Date through the day prior to the conditions and Letter of Credit Expiration Date that the Issuing Lender, in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the other Lenders set forth in this Section 2.042.6, issue Letters of Credit in Dollars or in one or more Alternative Currencies for the account of Borrower or the relevant Co-Borrower, and each Issuing Lender agrees to issue for the account of Borrower or the relevant Co-Borrower one or more Letters of Credit in Dollars or in one or more Alternative Currencies and to amend Letters of Credit previously issued by it in accordance with clause (b) below; provided that: (A) from time Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit if, after giving effect to time such issuance, the aggregate outstanding principal amount of the Class A Revolving Obligations exceeds the Aggregate Class A Funding Requirements; (B) in no event shall any Issuing Lender issue any Letter of Credit having an expiration date after the Existing Maturity Date unless and until the Takeout Date has occurred; (C) Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the lesser of (A) any limit established by Law after the Effective Date on the Issuing Lender’s ability to issue the requested Letter of Credit or (B) $250,000,000; and (D) prior to the issuance of any Business Day, during Letter of Credit the period Issuing Lender shall request confirmation by telephone from the Closing Date until Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Administrative Agent to that effect. Letters of Credit or Bank Undertakings may be denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any requested by Borrower (through the Administrative currency shall be deemed to be Dollars unless specifically requested by Borrower) may designate); provided that in the case respect of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each any Letter of Credit issued by in an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any CreditAlternative Currency, (A) the Total Revolving Administrative Agent shall be entitled to xxxx to market the exposure associated with such Letters of Credit Outstandings will not exceed at such time intervals, and using such methods, as the Aggregate Revolving Credit Commitments; Administrative Agent may determine in its discretion, and (B) the aggregate Outstanding Amount all fees payable in respect of the Revolving such Letters of Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed shall continue to be a representation by payable in Dollars. Notwithstanding the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofforegoing, the Borrowers’ ability to obtain Credits will Issuing Lender shall not be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation obligated to issue a any Letter of Credit if: (AE) on or prior to the Business Day immediately preceding the issuance thereof any Class A Lender has notified the Administrative Agent or the Issuing Lender in writing that the conditions set forth in Section 8.2 have not been satisfied with respect to the issuance of such Letter of Credit; (F) any order, judgment or decree of any Governmental Authority Agency or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority Agency with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is Issuing Lender are not otherwise compensated hereunder) not in effect on the Closing Effective Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer Issuing Lender in good xxxxx xxxxx material to it; (BG) the issuance of such Letter of Credit would violate one or more policies of the L/C IssuerIssuing Lender; (CH) the Issuing Lender does not as of the issuance date of such requested Letter of Credit is to be denominated issue Letters of Credit in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreementthe requested currency; (DI) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date; or (J) a default of any Lender’s obligations to fund under Section 2.6(c) or any other provision of this Agreement exists or any Lender is at that such time a Defaulting an Impacted Lender, unless the L/C Issuer applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to the L/C Issuer (in its sole discretion) such Issuing Lender with the Borrowers Borrower or such Lender to eliminate the L/C Issuersuch Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer risk with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerLender.

Letter of Credit Subfacility. Subject to At Lender’s discretion, Lender shall issue Letters of Credit for the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties account of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) Borrower from time to time on any Business Day, during the period upon request from the Closing Date until the L/C Expiration Ending Date, L/C Issuer will issue Credits, in subject to the form following terms and conditions: 1. the aggregate amount of Letters LOC Obligations shall at no time exceed the Letter of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of Sublimit; 2. any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated request for a Subsidiary, such Letter of Credit to be issued must be delivered and received by Lender not later than five (5) business days prior to the date that Borrower retains financial responsibility wishes to have the Letter of Credit issued; 3. no Letter of Credit shall have an original expiry date more than one year from the date of issuance or beyond the Ending Date unless otherwise agreed to by Lender in writing or unless Borrower’s obligation to reimburse Lender for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the CreditsLetter of Credit has been fully secured by a cash deposit with the Lender; 4. All existing Credits listed on Schedule 2.01 as Borrower shall execute and deliver to Lender a Letter of the Closing Date will be deemed Credit Agreement with respect to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit to be issued by an L/C Issuer Lender, using the Lender’s standard reimbursement agreement form at the time the Letter of Credit is issued. The form and substance of each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (A) and any reimbursement agreement required by Lender in relation to a Letter of Credit, must be satisfactory to the Total Revolving Lender, in its sole judgment; 5. issuance of the Letter of Credit Outstandings will shall not cause the aggregate outstanding principal amount of all Advances to exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Allowed Amount of Advances, determined taking into account the increase in the amount of the LOC Obligations caused by the issuance of the Letter of Credit; 6. Lender shall not be required to issue any Letter of Credit if any circumstance exists that would entitle Lender not to honor a request for an Advance under the Revolving Credit Loans Loan; 7. upon notice from Lender of any drawing under any Letter of Credit, Borrower shall, as to be determined in Lender’s sole and absolute discretion, either (a) deliver cash to Lender, plus in an amount equal satisfactory to secure all LOC Obligations and all amounts payable by the Borrower to the Lender under any Letter of Credit Agreement pertaining to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C LOC Obligations, plus an or (b) immediately reimburse Lender for the amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed drawing, plus interest from the L/C Sublimit. Each request by the Administrative Borrower, on behalf date of the Borrowers, for drawing at the issuance or amendment highest rate of a Credit will be deemed to be a representation by interest then in effect under the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceRevolving Note. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any The Borrower’s obligation to issue reimburse the Lender for any drawing under a Letter of Credit if: (A) any ordershall be absolute and unconditional, judgment or decree irrespective of any Governmental Authority rights of set-off, counterclaim or arbitrator will by its terms purport defense to enjoin payment the Borrower may claim or restrain have against the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such the Letter of Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to or any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.other Person;

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon in this Agreement, the termsBorrower may request the issuance of, subject to and the conditions and Issuing Lender in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.042.02.3 agrees to issue, (A) Letters of Credit for the accounts of the Borrower’s or any of its Subsidiaries, in a form acceptable to the Issuing Lender, at any time and from time to time on any Business Day, during the period Day from the Closing Date until through, but not including the L/C LC Expiration Date, L/C Issuer will issue Creditsprovided, in the form however, that (a) no Default or Event of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this AgreementDefault has occurred and is then continuing, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) the aggregate amount of this Section 2.04; and LC Obligations (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C requested issuance) shall not at any time exceed the Letter of Credit Extension with respect to any CreditSublimit, (Ac) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount unpaid balances of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face aggregate amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure LC Obligations (after giving effect to Section 3.07(a)(iv)any requested issuance) with respect to shall not exceed the Defaulting Lender arising from either the Revolving Credit then proposed to Maximum Borrowing Amount, (d) all Letters of Credit shall be denominated in Dollars, and not in any other currency, (e) Letters of Credit shall be issued or that for lawful corporate purposes and shall be issued as standby letters of credit, (f) the issuance of any Letter of Credit shall not violate any policies of the Issuing Lender, and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (Eg) such no Letter of Credit contains shall contain any provisions provision for automatic reinstatement of the stated amount Stated Amount after any drawing thereunder; or (F) . In the issuance event of such any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit would result in Application or other LC Document submitted by the aggregate L/C Obligations Borrower to, or entered into by the Borrower with, the Issuing Lender relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under Letter of Credit, the terms hereof or if the beneficiary and conditions of such Credit does not accept the proposed amendment to such Creditthis Agreement shall control. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon in this Agreement, an Authorized Officer of the termsBorrower may request on behalf of the Borrower the issuance of, subject to and the conditions and Issuing Bank in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.042.03.3 agrees to issue, (A) Letters of Credit for the accounts of the Borrower or any of the Loan Parties, in a form reasonably acceptable to the Issuing Bank, at any time and from time to time on any Business Day, during the period Day from the 106 Closing Date until through, but not including the L/C Expiration Date, provided, however, that (a) no Default or Event of Default has occurred and is then continuing, (b) the aggregate amount of L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers Obligations (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C requested issuance) shall not at any time exceed the Letter of Credit Extension with respect to any CreditSublimit, (Ac) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)any requested issuance) with respect to shall not exceed the Defaulting Lender arising from either the Revolving Credit then proposed to Dollar Cap, (d) all Letters of Credit shall be denominated in Dollars, and not in any other currency, (e) Letters of Credit shall be issued or that for lawful corporate purposes and shall be issued as standby letters of credit, (f) the issuance of any Letter of Credit shall not violate any policies of the Issuing Bank, and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (Eg) such no Letter of Credit contains shall contain any provisions provision for automatic reinstatement of the stated amount after any drawing thereunder; or (F) . In the issuance event of such any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit would result in the aggregate Application or other L/C Obligations Document submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under Letter of Credit, the terms hereof or if the beneficiary and conditions of such Credit does not accept the proposed amendment to such Creditthis Agreement shall control. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: of this Agreement, the Bank agrees to issue and extend standby and commercial letters of credit (i“Letters of Credit”) Upon for the termsaccount of Borrower; provided, subject however, that (a) no Letter of Credit shall have an expiration date that is later than the Revolving Line Termination Date; (b) the aggregate Letter of Credit Obligations at any one time shall not exceed $250,000, and (c) the sum of the aggregate Letter of Credit Obligations plus the aggregate outstanding principal amount of all outstanding amounts under the Revolving Line shall not exceed the lesser of $1,000,000 and the Borrowing base. All letters of credit will be issued on terms and conditions acceptable to the conditions Bank and the Borrower will execute and deliver to the Bank any and all additional documents as are usual and customary in reliance connection with the issuance of any Letter of Credit. The Borrower will pay to the Bank non-refundable Letter of Credit fees based upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form aggregate outstanding face amount of Letters of Credit quarterly in arrears, calculated at a per annum rate equal to the interest rate specified in the Revolving Line Note. On the Revolving Line Termination Date, or upon any demand by the Bank Undertakings denominated in Dollars or during the continuance of any Event of Default, the Borrower shall provide to the Bank cash collateral in an Alternative Currency in accordance amount equal to the then-existing exposure under Letters of Credit. If the Bank is required to pay any amount with this Agreement, in each case respect to any Letter of Credit issued for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, then such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will amount shall automatically be deemed to have been issued pursuant hereto and, from be a draw on the Revolving Line and after the Closing Date, will shall be subject to and governed by all of the terms and conditions hereof. (ii) Each Lender severally . The Borrower hereby agrees to participate in each Letter of Credit issued by an L/C Issuer indemnify and each drawing thereunder; provided thathold harmless the Bank from and against any and all losses, after giving effect to any L/C Credit Extension with respect to any Creditliabilities, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans claims, damages, costs, or expenses of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied kind or nature (including consequential damages) that the Bank may incur or that may be claimed against the Bank by the Outstanding Amount reason of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth related in the proviso any manner to the preceding sentence. Within Letters of Credit; provided, however, that the foregoing limitsBorrower shall not be required to indemnify the Bank from and against any such losses, and subject liabilities, claims, damages, costs, or expenses to the terms and conditions hereofextent, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) but only to the extent extent, that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation they are caused by a failure to issue honor a draw under a Letter of Credit if: (A) any order, judgment or decree that conforms strictly to the requirements of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable by a failure to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibitperform contractual obligations, or request that by the L/C Issuer refrain from, the issuance of letters of credit willful misconduct or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies gross negligence of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitBank. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: (i) Upon , the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) Lender agrees from time to time on any Business Day, Day during the period from the Closing Date until to but not including the L/C Expiration Date, L/C Issuer will Maturity Date to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentencebelow. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), The Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (A) after giving effect to such Letter of Credit, (i) the sum of the outstanding principal amount of Revolving Loans plus the outstanding amount of LOC Obligations would exceed the lesser of (I) the Revolving Committed Amount, (II) the Available Revolving Committed Amount and (III) the Borrowing Base or (ii) the outstanding amount of LOC Obligations would exceed the LOC Committed Amount; (B) any order, judgment or decree of any Governmental Authority or arbitrator will with jurisdiction over the Lender shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing such Letter of Credit, or any Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx faith deems material to it; (BC) the expiry date xx xxxx Xxtter of Credit would occur (x) after the date five (5) days prior to the Maturity Date or (y) more than twelve months after the date of issuance or last renewal; or (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (viii) No L/C Issuer will have any The Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: of this Agreement, the Bank agrees to issue and extend standby and commercial letters of credit (i“Letters of Credit”) Upon for the termsaccount of Borrower; provided, subject however, that (a) no Letter of Credit shall have an expiration date that is later than the Revolving Line Termination Date; (b) the aggregate Letter of Credit Obligations at any one time shall not exceed $600,000, and (c) the sum of the aggregate Letter of Credit Obligations plus the aggregate outstanding principal amount of all outstanding amounts under the Revolving Line shall not exceed the lesser of $1,000,000 and the Borrowing Base. All letters of credit will be issued on terms and conditions acceptable to the conditions Bank and the Borrower will execute and deliver to the Bank any and all additional documents as are usual and customary in reliance connection with the issuance of any Letter of Credit. The Borrower will pay to the Bank non-refundable Letter of Credit fees in amounts and at such times as may be mutually agreed upon by the representations Bank and warranties the Borrower. Upon issuance of any Letter of Credit, Borrower shall provide to the Borrowers Bank cash collateral in an amount equal to the face value of such Letter of Credit, which cash collateral shall be deposited and each of held in account # 40008626092 (the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the “L/C Expiration Date, L/C Issuer will issue Credits, in Collateral Account”). If the form of Letters Bank is required to pay any amount with respect to any Letter of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case issued for the account of the Borrowers Borrower, then the Bank shall, and is hereby authorized to, debit the L/C Collateral Account for the benefit amount of any one or more Borrowers (or other Subsidiaries as any Borrower (through such draw up to the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as full balance of the Closing Date will L/C Collateral Account and any remaining amounts paid on such Letter of Credit shall automatically be deemed to have been issued pursuant hereto and, from be a draw on the Revolving Line and after the Closing Date, will shall be subject to and governed by all of the terms and conditions hereof. (ii) Each Lender severally . The Borrower hereby agrees to participate in each Letter of Credit issued by an L/C Issuer indemnify and each drawing thereunder; provided thathold harmless the Bank from and against any and all losses, after giving effect to any L/C Credit Extension with respect to any Creditliabilities, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans claims, damages, costs, or expenses of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied kind or nature (including consequential damages) that the Bank may incur or that may be claimed against the Bank by the Outstanding Amount reason of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth related in the proviso any manner to the preceding sentence. Within Letters of Credit; provided, however, that the foregoing limitsBorrower shall not be required to indemnify the Bank from and against any such losses, and subject liabilities, claims, damages, costs, or expenses to the terms and conditions hereofextent, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) but only to the extent extent, that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation they are caused by a failure to issue honor a draw under a Letter of Credit if: (A) any order, judgment or decree that conforms strictly to the requirements of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable by a failure to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibitperform contractual obligations, or request that by the L/C Issuer refrain from, the issuance of letters of credit willful misconduct or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies gross negligence of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitBank. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04Issuing Bank agrees, (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is 30 days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryand its Subsidiaries, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.02(b) of this Section 2.04; and 3.02(d), and (B) to honor drawings ---------------- ------- drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Banks with Revolving Commitments severally agree to participate in such Letters of Credit; provided however that the Issuing Bank shall not issue any Letter of Credit -------- if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after giving effect to, the Closing Dateissuance of such Letter of Credit, will be subject to and governed by (x) the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) Obligations plus the Total aggregate principal amount of all Revolving Credit Outstandings will not Loans made ---- under the Revolving Commitments shall exceed the Aggregate Revolving Credit Commitments; Commitment or (By) the aggregate Outstanding Amount Letter of Credit Obligations shall exceed the Revolving Credit Loans Letter of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iiib) Subject to Section 2.04(b)(iv), The Issuing Bank shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Bank shall prohibit, or request that the L/C Issuer Issuing Bank refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (Bii) the Issuing Bank has received written notice from any Bank, the Administrative Agent or the Borrower on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit (x) is more than one year after the date of issuance, unless the Majority Banks and the Issuing Bank have approved such expiry date in writing or (y) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Bank, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C IssuerIssuing Bank; (Cv) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $20,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: (i) Upon , the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) Lender agrees from time to time on any Business Day, Day during the period from the Closing Date until to but not including the L/C Expiration Date, L/C Issuer will Maturity Date to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentencebelow. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), The Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (A) after giving effect to such Letter of Credit, (i) the sum of the outstanding principal amount of Revolving Loans plus the outstanding amount of LOC Obligations would exceed the lesser of (I) the Revolving Committed Amount, (II) the Available Revolving Committed Amount and (III) the Borrowing Base or (ii) the outstanding amount of LOC Obligations would exceed the LOC Committed Amount; (B) any order, judgment or decree of any Governmental Authority or arbitrator will with jurisdiction over the Lender shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing such Letter of Credit, or any Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx faith deems material to it; (BC) the expiry datx xx xxxx Xetter of Credit would occur (x) after the date five (5) days prior to the Maturity Date or (y) more than twelve months after the date of issuance or last renewal; or (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (viii) No L/C Issuer will have any The Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that the Issuing Lender may reasonably require, (iA) Upon the termsIssuing Lender agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for Borrower or, subject to the benefit terms of any one or more Borrowers (or other Section 2.2(j), certain Subsidiaries as any Borrower (through of the Administrative Borrower) may designate; provided that in the case , and to amend Letters of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower or, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any L/C Letter of Credit Extension (1) the sum of the aggregate principal amount of outstanding Loans plus the aggregate principal amount of outstanding LOC Obligations shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the Revolving Credit outstanding Loans of any Lender, such Lender plus an amount equal to such Lender’s Percentage Share multiplied by pro rata share of the Outstanding Amount aggregate amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Credit Commitment; Committed Amount and (C3) the Outstanding Amount aggregate principal amount of the L/C outstanding LOC Obligations will shall not at any time exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceLOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no L/C Issuer will The Issuing Lender shall not issue or extend amend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Issuing Lender in good xxxxx fxxxx xxxxx material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C IssuerIssuing Lender; (CE) a default of any Lender’s obligations to fund under Section 2.2(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender; or (F) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the Issuing Lender), is to be used for a purpose other than as permitted by Section 7.10, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (viii) No L/C Issuer will have any The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Lender would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) Subject to the conditions and on the terms and conditions hereinafter set forth herein: (i) Upon the termsin this Agreement, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of Borrower contained in Article III, the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Lender agrees (Ai) from time to time on any Business Day, during the period from the Closing Date until to the L/C Expiration day which is five (5) Business Days prior to the Termination Date, L/C Issuer will to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of Borrower in an aggregate Stated Amount at any one or more Borrowers (or time that, together with the aggregate Stated Amount of all other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter outstanding Letters of Credit issued by an L/C Issuer and each drawing thereunder; provided thatpursuant hereto, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will does not exceed the L/C SublimitCommitment, and to amend or renew Letters of Credit previously issued by it, and (ii) to honor drafts under Letters of Credit; provided, that the Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after giving effect to such Issuance (A) the aggregate outstanding Revolving Credit Loans exceed the Revolving Credit Commitment, or (B) the outstanding L/C Obligations exceeds the L/C Commitment. Each request If on any date the outstanding L/C Obligations of L/C Obligations exceeds the L/C Commitment, the Borrower shall immediately, without further notice or demand by the Administrative BorrowerLender, on behalf prepay the outstanding principal amount of the Borrowers, for the issuance or amendment of a Revolving Credit will be deemed Loans by an amount equal to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceexcess. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ Borrower's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed. (iiib) Subject to Section 2.04(b)(iv)The Lender is under no obligation to, no L/C Issuer will issue or extend and shall not, Issue any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority Official Body or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing Issuing such Letter of Credit, or any requirement of Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority Official Body with jurisdiction over the L/C Issuer will Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it; (Bii) on or prior to the issuance Business Day prior to the requested date of Issuance of such Credit would violate Letter of Credit, one or more of the applicable conditions contained in Section 4.02 of the Agreement is not then satisfied as though a Revolving Credit Loan was then to be made; (iii) the expiration date of any requested Letter of Credit is (A) more than one year after the date of Issuance, unless the Lender has approved such expiration date in writing, or (B) after the date that is six (6) months after the Expiration Date, unless the Lender has approved such expiration date in writing; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Lender, or the Issuance of a Letter of Credit shall violate any applicable policies of the L/C Issuer;Lender; or (Cv) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitU.S. dollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that the Issuing Lender may reasonably require, (iA) Upon the termsIssuing Lender agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for Borrower or, subject to the benefit terms of any one or more Borrowers (or other Section 2.2(j), certain Subsidiaries as any Borrower (through of the Administrative Borrower) may designate; provided that in the case , and to amend Letters of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower or, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any L/C Letter of Credit Extension (1) the sum of the aggregate principal amount of outstanding Loans plus the aggregate principal amount of outstanding LOC Obligations shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the Revolving Credit outstanding Loans of any Lender, such Lender plus an amount equal to such Lender’s Percentage Share multiplied by pro rata share of the Outstanding Amount aggregate amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Credit Commitment; Committed Amount and (C3) the Outstanding Amount aggregate principal amount of the L/C outstanding LOC Obligations will shall not at any time exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceLOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no L/C Issuer will The Issuing Lender shall not issue or extend amend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Issuing Lender in good xxxxx fxxxx xxxxx material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;Issuing Lender; or (CE) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the Issuing Lender), is to be used for a purpose other than as permitted by Section 7.10, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (viii) No L/C Issuer will have any The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Lender would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein (iincluding the definition of LOC Committed Amount which as of the Closing Date is zero dollars) Upon and other terms and conditions that the termsIssuing Lender may reasonably require, subject to (A) the conditions and Issuing Lender agrees, in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for Borrower or, subject to the benefit terms of any one or more Borrowers (or other Section 2.2(j), certain Subsidiaries as any Borrower (through of the Administrative Borrower) may designate; provided that in the case , and to amend Letters of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower or, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any L/C Letter of Credit Extension (1) the sum of the aggregate principal amount of outstanding Loans plus the aggregate principal amount of outstanding LOC Obligations shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the Revolving Credit outstanding Loans of any Lender, such Lender plus an amount equal to such Lender’s Percentage Share multiplied by pro rata share of the Outstanding Amount aggregate amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Credit Commitment; Committed Amount and (C3) the Outstanding Amount aggregate principal amount of the L/C outstanding LOC Obligations will shall not at any time exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceLOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no L/C Issuer will The Issuing Lender shall not issue or extend amend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Issuing Lender in good xxxxx fxxxx xxxxx material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;Issuing Lender; or (CE) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the Issuing Lender), is to be used for a purpose other than as permitted by Section 7.10, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (viii) No L/C Issuer will have any The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Lender would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: , (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04LC Issuer agrees, (A) from time to time on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will Commitment Termination Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Offshore Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryapplicable Account Party, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 2.15.2(c) of this Section 2.04; and 2.15.2(d), and (B) to honor drawings properly drawn drafts under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter Letters of Credit issued by an L/C it; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of such Account Party; provided that no LC Issuer shall be obligated to issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of issuance of such Letter of Credit (the "Issuance Date") (1) the sum of (i) the Effective Amount of all Letter of Credit Obligations plus (ii) the Effective Amount of all outstanding Revolving Loans (including for purposes hereof the Swingline Loans) exceeds the Total Revolving Commitment Amount or (2) the Effective Amount of all Letter of Credit Obligations exceeds the Letter of Credit Commitment Amount. The commitment of each LC Issuer and each drawing thereunder; provided that, after giving effect other Lender described in this Section 2. 15.1 is herein referred to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount as its "Letter of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. ." Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ applicable Account Party's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers such Account Party may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (ivb) No L/C LC Issuer will have shall be under any obligation to issue a Issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C such LC Issuer from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to the L/C such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C such LC Issuer will shall prohibit, or request that the L/C such LC Issuer refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C such LC Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C such LC Issuer in good faitx xxxxx xxxxx material xxxerial to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (Fii) such Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to such LC Issuer, or the issuance Issuance of such Letter of Credit would result shall violate any applicable policies of such LC Issuer, provided that nothing in this clause (ii) shall release any LC Issuer from its obligation to Issue any Standby Letter of Credit to support Existing IRBs having the terms and conditions specified in the aggregate L/C Obligations relating to Credits issued by indenture governing such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitExisting IRBs. (vc) No L/C LC Issuer will have shall Issue any obligation Letter of Credit if: (i) such LC Issuer has received written notice from any Lender, the Administrative Agent or the applicable Account Party, on or prior to amend any Credit if the L/C Issuer would not be obligated Business Day prior to issue such Credit in its amended form under the terms hereof or if the beneficiary requested date of Issuance of such Credit does Letter of Credit, that one or more of the applicable conditions contained in Article IV is not accept the proposed amendment to such Credit.then satisfied; or (viii) Each L/C Issuer will act on behalf the expiry date or any renewed or extended expiry date of all Lenders with respect to any Credits issued by it and such Letter of Credit is later than the documents associated therewithearlier of: (x) in the case of Letters of Credit other than Standby Letters of Credit supporting Existing IRBs, the first anniversary of the Issuance Date for such Letter of Credit, and (y) the L/C Issuer will have Commitment Termination Date, or, in the case of a Commercial Letter of Credit, 25 days prior to the Commitment Termination Date, unless all of the benefits and immunities (A) provided to Administrative Agent Lenders have approved such expiry date in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuerwriting.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (A) from time to time time, on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSection 3.02(b) of this and Section 2.04; 3.02(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, immediately after giving effect to any L/C Credit Extension with respect to any to, the issuance of such Letter of Credit, : (A) there shall be continuing any Event of Default of which the Total Revolving Credit Outstandings will not exceed Issuing Lender shall have received written notice from the Aggregate Revolving Credit CommitmentsBorrower or the Administrative Agent; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Letter of Credit Obligations, plus an the aggregate principal amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not shall exceed such Lender’s Revolving Credit Commitmentthe Total Commitment then in effect; and or (C) the Outstanding Amount Letter of the L/C Credit Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Date or will shall impose upon <PAGE> the L/C Issuer Issuing Lender any unreimbursed unreimbursable loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from the Borrower, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in Article IV is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Issuing Lender have approved such expiry date, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or (Cv) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that L/C Issuers may reasonably require, (iA) Upon the termseach L/C Issuer agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the other Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit Borrower and to amend Letters of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter such Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Credit Loans of any Lender, such Lender plus an amount equal to such Lender’s Percentage Pro Rata Share multiplied by of the Outstanding Amount aggregate principal amount of all outstanding L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Obligations and Swing Line Loans will shall not exceed such Lender’s Revolving Credit Commitment; and , (C3) the Outstanding Amount aggregate amount of the L/C Obligations will shall not at any time exceed the Letter of Credit Sublimit and (4) the aggregate principal amount of outstanding L/C Sublimit. Each request by the Administrative Borrower, on behalf Obligations of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each any Initial L/C Issuer shall not exceed such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceInitial L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no An L/C Issuer will shall not issue or extend amend any Letter of Credit if: : (A) the expiry date of such requested Letter of Credit would occur after the L/C Letter of Credit Expiration Date, unless all the Lenders will have approved such expiry date; or (B) provided that, subject to the extent agreement of the Borrower set forth below in this clause (A), an L/C Issuer may issue Letters of Credit with an expiry date of up to one year after the Letter of Credit Expiration Date (but no L/C Issuer shall have an obligation to issue such Letter of Credit). The Borrower hereby agrees that on or before 90 days prior to the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on such date with an expiry date after the Letter of Credit Expiration Date in an amount equal to at least 103% of the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;; or (B) the issuance such Letter of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be used for a purpose other than as permitted by Section 7.9, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that the L/C Issuer may reasonably require, (iA) Upon the termsL/C Issuer agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Revolving Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for Borrower or, subject to the benefit terms of any one or more Borrowers (or other Section 2.2(k), certain Subsidiaries as any Borrower (through of the Administrative Borrower) may designate; provided that in the case , and to amend Letters of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Revolving Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower or, subject to the terms of Section 2.2(k), certain Subsidiaries of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension Obligations shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Credit Loans of any Lender, such Lender plus an the aggregate principal amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all outstanding L/C Obligations, plus an amount equal to Obligations of such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will Lender shall not exceed such Lender’s 's Pro Rata Share of the Revolving Credit Commitment; Committed Amount and (C3) the Outstanding Amount aggregate principal amount of the outstanding L/C Obligations will shall not at any time exceed the L/C Letter of Credit Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no The L/C Issuer will shall not issue or extend amend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx faith deems material to it; (BX) xxx xxxxxx date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;; or (CE) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the L/C Issuer), is to be used for a purpose other than as permitted by Section 7.11, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement;Dollars. (Diii) any Lender is at that time a Defaulting Lender, unless the The L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to shall be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any under no obligation to amend any Letter of Credit if (A) the L/C Issuer would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04Issuing Bank agrees, (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is 30 days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryand its Subsidiaries, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.02(b) of this Section 2.04; and 3.02(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Banks with Revolving Commitments severally agree to participate in such Letters of Credit; provided however that the Issuing Bank shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after giving effect to, the Closing Dateissuance of such Letter of Credit, will be subject to and governed by (x) the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) Obligations plus the Total aggregate principal amount of all Revolving Credit Outstandings will not Loans made under the Revolving Commitments shall exceed the Aggregate Revolving Credit Commitments; Commitment or (By) the aggregate Outstanding Amount Letter of Credit Obligations shall exceed the Revolving Credit Loans Letter of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iiib) Subject to Section 2.04(b)(iv), The Issuing Bank shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Bank shall prohibit, or request that the L/C Issuer Issuing Bank refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (Bii) the Issuing Bank has received written notice from any Bank, the Administrative Agent or the Borrower on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (x) is more than one year after the date of issuance, unless the Majority Banks and the Issuing Bank have approved such expiry date in writing or (y) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Bank, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C IssuerIssuing Bank; (Cv) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $20,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (i) Subject to the terms and conditions set forth herein: , (iA) Upon the termsL/C Issuer agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the other Lenders set forth in this Section 2.042.01(b), (A1) from time to time on any Business Day, Day during the period from the Closing Date until the L/C applicable Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an one or more Alternative Currency in accordance with this Agreement, in each case Currencies for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection Section 2.04 below, and (b2) to honor drafts under the Letters of this Section 2.04Credit; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an for the account of the Borrower; provided that the L/C Issuer and each drawing thereunder; provided that, after giving effect shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, (A) the Total Revolving and no Lender shall be obligated to participate in, any Letter of Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount if as of the Revolving date of such L/C Credit Loans Extension, the Dollar Equivalent of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by (x) the Outstanding Amount of all L/C ObligationsObligations and all Loans would exceed Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus an amount equal to such Lender’s Percentage Pro Rata Share multiplied by of the Outstanding Amount of all Swing Line Loans will not L/C Sublimit Obligations, would exceed such Lender’s Revolving Credit Commitment; and , or (Cz) the Outstanding Amount of the L/C Sublimit Obligations will not would exceed the L/C Letter of Credit Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Credits will Letters of Credit under the Letter of Credit Subfacility shall be fully revolving, and, accordingly, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit under the Letter of Credit Sublimit to replace Credits Letters of Credit (except Letters of Credit under the Letter of Credit Facility) that have expired or that have been drawn upon and reimbursed.; (iiiii) Subject to Section 2.04(b)(iv), no the L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any shall be under no obligation to issue a any Letter of Credit if: : (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or ; (B) any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will shall (1) prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will particular, (2) impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will (3) impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; , unless, in the case of clauses (B2) or (3), the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is Borrower shall agree to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless compensate the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to for and hold the L/C Issuer harmless from any loss, cost or expense incurred by it as a result of such Law or request or directive from such Governmental Authority pursuant to the terms of such documents as Borrower and Administrative Agent may agree; (in its sole discretionC) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect subject to Section 3.07(a)(iv2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (D) with respect to the Defaulting Lender arising from either expiry date of such requested Letter of Credit would occur after the Letter of Credit then proposed to be issued or that Credit and Expiration Date, unless all other L/C Obligations as to which the Lenders have approved such expiry date; (iii) the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.; and (viiv) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all shall be under no obligation to issue or amend any Letter of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by Credit if the L/C Issuer in connection with Credits issued by it has received written notice from any Lender, the Administrative Agent or proposed any Loan Party, on or prior to be issued by it and Issuer Documents pertaining the Business Day prior to the requested date of issuance or amendment of such Credits as fully as if the term “Administrative Agent” as used Letter of Credit, that one or more applicable conditions contained in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIV shall not then be satisfied.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (A) from time to time time, on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.2(b) of this and Section 2.04; 3.2(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and immediately after giving effect to, the Closing Dateissuance of such Letter of Credit, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatObligations, after giving effect to any L/C Credit Extension with respect to any CreditPLUS the aggregate principal amount of all Revolving Loans, (A) the Total Revolving Credit Outstandings will not shall exceed the Aggregate Revolving Commitment then in effect, or the Letter of Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from the Borrower, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Majority Lenders and the Issuing Lender have approved such expiry date in writing, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or (Cv) such Letter of Credit is in a face amount less than $100,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) AGREEMENT TO CAUSE ISSUANCE; AMOUNTS; OUTSIDE EXPIRATION DATE. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case Agent agrees to issue letters of credit for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrowereach, an "L/C") may designate; provided that in the case or to issue guarantees of Credits designated for a Subsidiarypayment (each such guaranty, such Borrower retains financial responsibility for such Creditan "L/C Guaranty") and amend or extend Credits previously issued by it, in accordance with subsection (b) respect to letters of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, issuing bank for the issuance or amendment account of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceBorrower. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that Agent shall have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit ifif any of the following would result: (Ai) any orderthe sum of 70% of the aggregate amount of all undrawn and unreimbursed Inventory Letters of Credit and duty and domestic landing costs PLUS 100% of the aggregate amount of all other types of Letter of Credit Usage, judgment would exceed the Borrowing Base LESS the amount of outstanding Advances; or (ii) the aggregate amount of all Letter of Credit Usage (including Inventory Letters of Credit) would exceed the lower of: (x) the Maximum Revolving Amount LESS the amount of outstanding Advances LESS the aggregate amount of Inventory Reserves and reserves established under SECTION 2.1(b); or decree (y) $5,000,000; or (iii) the outstanding Obligations (other than Bridge Loan) would exceed the Maximum Revolving Amount. Borrower expressly understands and agrees that Agent shall have no obligation to arrange for the issuance by issuing banks of any Governmental Authority or arbitrator will by its terms purport the letters of credit that are to enjoin or restrain be the subject of L/C Issuer from issuing such Credit, or any Law applicable Guarantees. Borrower and the Revolving/Term Lenders acknowledge and agree that certain of the letters of credit that are to be the subject of L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect Guarantees may be outstanding on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance . Each Letter of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other shall have an expiry date no later than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory 60 days prior to the L/C Issuer date on which this Agreement is scheduled to terminate under SECTION 3.4 (without regard to any potential renewal term) and all such Letters of Credit shall be in form and substance acceptable to Agent in its sole discretion) with . If the Borrowers or Revolving/Term Lenders are obligated to advance funds under a Letter of Credit, Borrower immediately shall reimburse such Lender amount to eliminate Agent and, in the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to absence of such reimbursement, the Defaulting Lender arising from either the Credit then proposed amount so advanced immediately and automatically shall be deemed to be issued or that Credit and all other L/C Obligations as to which an Advance hereunder and, thereafter, shall bear interest at the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment rate then applicable to such CreditAdvances under SECTION 2.6. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) Subject to the conditions and on the terms and conditions hereinafter set forth herein: (i) Upon the termsin this Agreement, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth contained in this Agreement and in Article V, the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (Ai) from time to time on any Business Day, during the period from the Closing Date until to the L/C day which is five (5) Business Days prior to the Expiration Date, L/C Issuer will to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in U.S. Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of Borrower or another Loan Party in an aggregate Stated Amount at any one or more Borrowers (or time that, ​ ​ ​ together with the aggregate Stated Amount of all other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter outstanding Letters of Credit issued by an L/C Issuer and each drawing thereunder; provided thatpursuant hereto, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will does not exceed the L/C SublimitCommitment, and to amend or renew Letters of Credit previously issued by it, and (ii) to honor drafts under Letters of Credit; provided, that the Issuing Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) (A) the aggregate outstanding Revolving Credit Loans exceeds the Revolving Credit Availability, or (B) the L/C Obligations exceed the L/C Commitment. Each request If on any date the L/C Obligations exceed the L/C Commitment, the Borrower shall immediately, without further notice or demand by the Administrative BorrowerIssuing Lender, on behalf prepay the outstanding principal amount of the Borrowers, for the issuance or amendment of a Revolving Credit will be deemed Loans by an amount equal to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceexcess. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ Borrower's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed.. ​ (iiib) Subject to Section 2.04(b)(iv)The Issuing Lender is under no obligation to, no L/C Issuer will issue or extend and shall not, Issue any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if:: ​ (Ai) any order, judgment or decree of any Governmental Authority Official Body or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing Issuing such Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority Official Body, with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it; ​ (ii) on or prior to the Business Day prior to the requested Issuance Date of such Letter of Credit, the Issuing Lender has received notice from any Lender, the Borrower or the Administrative Agent that one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) unless the Issuing Lender has otherwise approved in writing, the expiration date of any requested standby Letter of Credit is (A) more than one year after the Issuance Date, or (B) after the issuance date which is five (5) Business Days prior to the Expiration Date; ​ (iv) unless the Issuing Lender has otherwise approved in writing, the expiration date of such any requested merchandise Letter of Credit would is (A) more than ninety days after the date of Issuance, or (B) after the date which is five (5) Business Days prior to the Expiration Date; ​ (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Lender, or the Issuance of a Letter of Credit shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or ​ (Cvi) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.U.S. Dollars. ​

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04LC Issuer agrees, (A) from time to time on any Business Day, Day during the period from the Original Closing Date until to the L/C Expiration Date, L/C Issuer will Commitment Termination Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryapplicable Account Party, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 2.16.2(c) of this Section 2.04; and 2.16.2(d), and (B) to honor drawings properly drawn drafts under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter Letters of Credit issued by an L/C Issuer it; and each drawing thereunder(ii) the Revolving Lenders severally agree to participate in Letters of Credit other than Alternate Currency Letters of Credit issued for the account of such Account Party; provided thatthat no LC Issuer shall be obligated to issue, after giving effect and no Lender shall be obligated to participate in, any L/C Letter of Credit Extension if as of the date of issuance of such Letter of Credit (the "Issuance Date") (1) the sum of (i) the Effective Amount of all Letter of Credit Obligations plus (ii) the Effective Amount of all outstanding Revolving Loans (including for purposes hereof the Swingline Loans and Alternate Currency Loans) minus (iii) the lesser of (x) the Effective Amount of all Alternate Currency Loans supported by Alternate Currency Standby Letters of Credit and (y) the Effective Amount of all Letter of Credit Obligations with respect to any Credit, (A) the Total Revolving Alternate Currency Standby Letters of Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) exceeds the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal Revolving 16.1 is herein referred to such Lender’s Percentage Share multiplied by the Outstanding Amount as its "Letter of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. ." Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ applicable Account Party's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers such Account Party may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (ivb) No L/C LC Issuer will have shall be under any obligation to issue a Issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C such LC Issuer from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to the L/C such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C such LC Issuer will shall prohibit, or request that the L/C such LC Issuer refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C such LC Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or will shall impose upon the L/C such LC Issuer any unreimbursed loss, cost or expense that which was not applicable on the Original Closing Date and which the L/C such LC Issuer in good faitx xxxxx xxxxx material xxxerial to it; or (ii) such Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to such LC Issuer, or the Issuance of such Letter of Credit shall violate any applicable policies of such LC Issuer, provided that nothing in this clause (ii) shall release any LC Issuer form its obligation to Issue any Standby Letter of Credit to support Existing IRBs having the terms and conditions specified in the indenture governing such Existing IRBs. (c) No LC Issuer shall Issue any Letter of Credit if: (i) such LC Issuer has received written notice from any Lender, the Agent or the applicable Account Party, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article IV is not then satisfied; (Bii) the issuance expiry date or any renewed or extended expiry date of such Letter of Credit would violate one or more policies is later than the earlier of: (x) in the case of Letters of Credit other than Standby Letters of Credit supporting Existing IRBs, the first anniversary of the L/C Issuer;Issuance Date for such Letter of Credit, and (y) the Commitment Termination Date, or, in the case of a Commercial Letter of Credit, 25 days prior to the Commitment Termination Date, unless all of the Lenders have approved such expiry date in writing; or (Ciii) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting LenderDollars, unless the L/C Issuer has entered into arrangements, including the delivery such Letter of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement is an Alternate Currency Letter of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04Issuing Bank agrees, (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is 30 days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryand their respective Subsidiaries, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.02(b) of this Section 2.04; and 3.02(d), and (B) to ---------------- ------- honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Banks with Commitments severally agree to participate in such Letters of Credit; provided, however, that the Issuing Bank shall not issue any Letter of -------- Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after giving effect to, the Closing Dateissuance of such Letter of Credit, will be subject to and governed by (x) the terms and conditions hereofaggregate amount of all Letter of Credit Obligations plus the aggregate principal amount of ---- all Loans made under the Commitments shall exceed the Aggregate Commitment or (y) the Letter of Credit Obligations shall exceed the Letter of Credit Commitment. (iib) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will The Issuing Bank shall be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Bank shall prohibit, or request that the L/C Issuer Issuing Bank refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (Bii) the Issuing Bank has received written notice from any Bank, the Administrative Agent or a Borrower on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit (x) is more than one year after the date of issuance, unless the Majority Banks and the Issuing Bank have approved such expiry date in writing or (y) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Bank, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C IssuerIssuing Bank; (Cv) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (vi) such Letter of Credit is in a face amount less than $20,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (A) from time to time time, on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSection 3.02(b) of this and Section 2.04; 3.02(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, immediately after giving effect to any L/C Credit Extension with respect to any to, the issuance of such Letter of Credit, : (A) there shall be continuing any Event of Default of which the Total Revolving Credit Outstandings will not exceed Issuing Lender shall have received written notice from the Aggregate Revolving Credit CommitmentsBorrower or the Administrative Agent; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Letter of Credit Obligations, plus an the aggregate principal amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not shall exceed such Lender’s Revolving Credit Commitmentthe Total Commitment then in effect; and or (C) the Outstanding Amount Letter of the L/C Credit Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Date or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed unreimbursable loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from the Borrower, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in Article IV is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Issuing Lender have approved such expiry date, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or (Cv) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this (including Section 2.048.3), (A) Borrower or any Co-Borrower may request from time to time on any Business Day, during the period from the Closing Date until through the L/C day prior to the Letter of Credit Expiration Date, L/C Issuer will issue CreditsDate that the Issuing Lender, in reliance upon the form agreements of the other Lenders set forth in this Section 2.4, issue Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of Borrower or the Borrowers relevant Co-Borrower, and the Issuing Lender agrees to issue for the benefit account of any Borrower or the relevant Co-Borrower one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that Letters of Credit denominated in the case Dollars and to amend Letters of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, it in accordance with subsection (b) of this Section 2.04; and below, provided that (Bi) to honor drawings under Borrower or the Credits. All existing Credits listed on Schedule 2.01 as of relevant Co-Borrower shall not request that the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Issuing Lender severally agrees to participate in each issue any Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatif, after giving effect to any L/C such issuance, the aggregate outstanding principal evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letter of Credit Extension with respect to any CreditUsage plus the Swing Line Outstandings exceeds the Revolving Commitment, (Aii) Borrower or the Total Revolving relevant Co-Borrower shall not request that the Issuing Lender issue any Letter of Credit Outstandings will if Borrower and the Co-Borrowers would not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lenderbe in compliance with Sections 6.7 and 6.8, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), in no L/C Issuer will event shall the Issuing Lender issue or extend any Letter of Credit if: (A) the expiry having an expiration date of such requested Credit would occur after the L/C Expiration Maturity Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have Borrower or the relevant Co-Borrower shall not request any obligation Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $200,000,000 or any limit established by Law after the Closing Date on the Issuing Lender's ability to issue the requested Letter of Credit at any time, and (v) prior to the issuance of any Letter of Credit the Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued. Notwithstanding the foregoing, the Issuing Lender shall not be obligated to issue a Letter of Credit if: , (A) on or prior to the Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Issuing Lender in writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such Letter of Credit, (B) any order, judgment or decree of any Governmental Authority Agency or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority Agency with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Issuing Lender in good xxxxx xxxxx material to it; , (BC) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars Issuing Lender, or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lenderthe expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to Lenders have approved such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuerexpiry date.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that the applicable L/C Issuer may reasonably require, (iA) Upon the termseach L/C Issuer agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the other Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit Borrower and to amend Letters of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter such Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Credit Loans of any Lender, such Lender plus an amount equal to such Lender’s Percentage Pro Rata Share multiplied by of the Outstanding Amount aggregate principal amount of all outstanding L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Obligations and Swing Line Loans will shall not exceed such Lender’s Revolving Credit Commitment; and , (C3) the Outstanding Amount aggregate amount of the L/C Obligations will shall not at any time exceed the Letter of Credit Sublimit and (4) the aggregate principal amount of outstanding L/C Sublimit. Each request by the Administrative Borrower, on behalf Obligations of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each any Initial L/C Issuer shall not exceed such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceInitial L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no An L/C Issuer will shall not issue or extend amend any Letter of Credit if: : (A) the expiry date of such requested Letter of Credit would occur after the L/C Letter of Credit Expiration Date, unless all the Lenders will have approved such expiry date; or (B) provided that, subject to the extent agreement of the Borrower set forth below in this clause (A), an L/C Issuer may issue Letters of Credit with an expiry date of up to one year after the Letter of Credit Expiration Date (but no L/C Issuer shall have an obligation to issue such Letter of Credit). The Borrower hereby agrees that on or before 90 days prior to the Letter of Credit Expiration Date it shall Cash Collateralize any Letter of Credit existing on such date with an expiry date after the Letter of Credit Expiration Date in an amount equal to at least 103% of the face amount of such requested Letter of Credit; or (B) such Letter of Credit exceeds the Alternative Currency Available Credit is to be used for a purpose other than as of the requested issuance datepermitted by Section 7.9, or is denominated in a currency other than Dollars. (iviii) No An L/C Issuer will have any shall be under no obligation to issue a or amend any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing or amending such Letter of Credit, or any Requirement of Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer will shall prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the such L/C Issuer in good xxxxx xxxxx material to it; (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the issuance of such Letter of Credit would violate one or more policies of the such L/C Issuer; , or the proceeds of which would be made available to any Person (Cx) such Credit is to be denominated fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a currency other than Dollars or an Alternative Currency permitted in accordance with violation of any Sanctions by any party to this Credit Agreement; (D) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by such L/C Issuer); or (E) a default of any Lender’s obligations to fund under Section 2.2(d) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) arrangements with the Borrowers Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimitrisk with respect to such Lender. (viv) No An L/C Issuer will have any shall be under no obligation to amend any Letter of Credit if the (A) such L/C Issuer would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Concurrently with the effectiveness of this Agreement each of the Existing Letters of Credit shall be deemed issued and outstanding hereunder, and each of the Lenders having a share in the Revolving Commitment shall be deemed to have purchased a participation, in accordance with its Pro Rata Share of the Revolving Commitment, in the Existing Letters of Credit. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this (including Section 2.048.3), (A) Borrower or any Co-Borrower may request from time to time on any Business Day, during the period from the Closing Date until through the L/C day prior to the Letter of Credit Expiration Date, L/C Issuer will issue CreditsDate that the Issuing Lenders, in reliance upon the form agreements of the other Lenders set forth in this Section 2.4, issue Letters of Credit in Dollars or Bank Undertakings in one or more Alternative Currencies for the account of Borrower or the relevant Co-Borrower, and each Issuing Lender agrees to issue for the account of Borrower or the relevant Co-Borrower one or more Letters of Credit in Dollars or in one or more Alternative Currencies and to amend Letters of Credit previously issued by it in accordance with clause (b) below, provided that (i) Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit if, after giving effect to such issuance, the aggregate outstanding principal amount of Committed Advances and Competitive Advances plus the Letter of Credit Usage plus the Swing Line Outstandings exceeds the Revolving Commitment, (ii) in no event shall any Issuing Lender issue any Letter of Credit having an expiration date after the Maturity Date, (iii) Borrower or the relevant Co-Borrower W02-WEST:LAR\400019853.8 shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $250,000,000 or any limit established by Law after the Closing Date on the relevant Issuing Lender's ability to issue the requested Letter of Credit at any time, and (iv) prior to the issuance of any Letter of Credit the relevant Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the Administrative Agent to that effect. Letters of Credit may be denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any requested by Borrower (through the Administrative currency shall be deemed to be Dollars unless specifically requested by Borrower) may designate; ), provided that in the case respect of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each any Letter of Credit issued by in an L/C Issuer Alternative Currency, (i) the Administrative Agent shall be entitled to xxxx to market the exposure associated with such Letters of Credit at such time intervals, and each drawing thereunder; provided thatusing such methods, after giving effect as the Administrative Agent may determine in its discretion, and (ii) all fees payable in respect of such Letters of Credit shall continue to be payable in Dollars. Notwithstanding the foregoing, the Issuing Lenders shall not be obligated to issue any L/C Letter of Credit Extension with respect to any Creditif, (A) on or prior to the Total Business Day immediately preceding the issuance thereof any Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by Lender has notified the Administrative Borrower, on behalf of Agent or the Borrowers, for Issuing Lenders in writing that the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso Section 8.3 have not been satisfied with respect to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date issuance of such requested Credit would occur after the L/C Expiration DateLetter of Credit, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority Agency or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lenders from issuing such Letter of Credit, or any Law applicable to the L/C Issuer Issuing Lenders or any request or directive (whether or not having the force of law) from any Governmental Authority Agency with jurisdiction over the L/C Issuer will Issuing Lenders shall prohibit, or request that the L/C Issuer Issuing Lenders refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Issuing Lenders with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is Issuing Lenders are not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Issuing Lenders any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer relevant Issuing Lender in good xxxxx xxxxx material to it; , (BC) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; relevant Issuing Lender, (D) any the relevant Issuing Lender is at that time a Defaulting Lenderdoes not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance expiry date of such requested Letter of Credit would result in occur after the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Letter of Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewithExpiration Date, and the L/C Issuer will have unless all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to Lenders have approved such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuerexpiry date.

Letter of Credit Subfacility. (a) Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case Administrative Agent agrees to issue letters of credit for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrowereach, an "L/C") may designate; provided that in the case or to issue guarantees of Credits designated for a Subsidiarypayment, indemnities, participations and/or undertakings (each such Borrower retains financial responsibility for such Creditguaranty, indemnity, participation or undertaking an "L/C Guaranty") and amend or extend Credits previously issued by it, in accordance with subsection (b) respect to letters of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, issuing bank for the issuance or amendment account of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceBorrower. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that Agent shall have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit ifif any of the following would result: (Ai) any order, judgment or decree the aggregate amount of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain all Letter of Credit Usage would exceed the Borrowing Base minus the amount of all outstanding Loans; or (ii) the aggregate amount of all Letter of Credit Usage would exceed the Maximum Credit Amount minus the amount of all outstanding Loans; or (iii) the outstanding Indebtedness would exceed the Maximum Credit Amount; or (iv) the aggregate amount of all Letters of Credit Usage would exceed the L/C Issuer from Commitment. Borrower expressly understands and agrees that Administrative Agent shall have no obligation to arrange for the issuance by issuing such Credit, or any Law applicable banks of the letters of credit that are to be the subject of L/C Issuer or any request or directive (whether or not having Guarantees. Borrower and the force Lender Group acknowledge and agree that certain of law) from any Governmental Authority with jurisdiction over the letters of credit that are to be the subject of L/C Issuer will prohibitGuarantees may be outstanding on the Closing Date. Each Letter of Credit shall have an expiry date no later than as provided in Section 6.03 and all such Letters of Credit shall be in form and substance acceptable to Administrative Agent in its sole discretion. If the Lender Group is obligated to advance funds under a Letter of Credit, Borrower immediately shall reimburse such amount to Administrative Agent and, in the absence of such reimbursement, the amount so advanced immediately and automatically shall be deemed to be a Loan hereunder and, thereafter, shall bear interest at the rate then applicable to such Advances under Section 3.02. (b) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or request liability, including payments made by the Lender Group, expenses, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit, other than those resulting from the gross negligence or willful misconduct of any member of the Lender Group. Borrower agrees to be bound by the issuing bank's regulations and interpretations of any Letters of Credit guaranteed by the Lender Group and opened to or for Borrower's account or by Administrative Agent's interpretations of any L/C issued by the Lender Group to or for Borrower's account, even though this interpretation may be different from Borrower's own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower's instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Borrower understands that the L/C Issuer refrain fromGuarantees may require the Lender Group to indemnify the issuing bank for certain costs or liabilities arising out of claims by Borrower against such issuing bank. Borrower hereby agrees to indemnify, save, defend, and hold the issuance of letters of credit Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or Bank Undertakings generally or such Credit in particular or will impose upon liability incurred by the Lender Group under any L/C Issuer Guaranty as a result of the Lender Group's indemnification of any such issuing bank, other than those resulting from the gross negligence or willful misconduct of any member of the Lender Group. (c) Borrower hereby authorizes and directs any bank that issues a letter of credit guaranteed by the Lender Group to deliver to Administrative Agent all instruments, documents, and other writings and property received by the issuing bank pursuant to such letter of credit, and to accept and rely upon Administrative Agent's instructions and agreements with respect to all matters arising in connection with such letter of credit and the related application. Borrower may or may not be the "applicant" or "account party" with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance letter of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimitcredit. (vd) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of Any and all Lenders with respect to any Credits issued by it and the documents associated therewithcharges, commissions, fees, and costs incurred by Administrative Agent relating to the L/C Issuer will have all letters of credit guaranteed by the benefits Lender Group shall be considered Lender Group Expenses for purposes of this Agreement and immunities (A) provided immediately shall be reimbursable by Borrower to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to At Lender’s discretion, Lender shall issue Letters of Credit under the terms and conditions set forth herein: (i) Upon Revolving Loan for the terms, subject to the conditions and in reliance upon the representations and warranties account of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) Borrower from time to time on any Business Day, during the period upon request from the Closing Date until the L/C Expiration Ending Date, L/C Issuer will issue Creditssubject to the following terms and conditions: 1. the aggregate amount of Revolving Loan LOC Obligations shall at no time exceed the Revolving Loan Letter of Credit Sublimit; 2. any request for a Letter of Credit to be issued under the Revolving Loan must be delivered and received by Lender not later than five (5) business days prior to the date that Borrower wishes to have the Letter of Credit issued; 3. no Letter of Credit to be issued under the Revolving Loan shall have an original expiry date more than one year from the date of issuance or beyond the Ending Date unless otherwise agreed to by Lender in writing or unless Borrower’s obligation to reimburse Lender for drawings under the Letter of Credit has been fully secured by a cash deposit with the Lender; 4. Borrower shall execute and deliver to Lender a Letter of Credit Agreement with respect to each Letter of Credit to be issued under the Revolving Loan by Lender, using the Lender’s standard reimbursement agreement form at the time the Letter of Credit is issued. The form and substance of each Letter of Credit, and any reimbursement agreement required by Lender in relation to a Letter of Credit, must be satisfactory to the Lender, in the form of its sole judgment. At Lender’s option, Letters of Credit shall be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (Publication No. 500 or Bank Undertakings denominated the most recent publication, the “UCP”); 5. issuance of the Letter of Credit under the Revolving Loan shall not cause the aggregate outstanding principal amount of all Advances to exceed the Allowed Amount of Revolving Loan Advances, determined taking into account the increase in Dollars or the amount of the Revolving Loan LOC Obligations caused by the issuance of the Letter of Credit; 6. Lender shall not be required to issue any Letter of Credit under the Revolving Loan if a circumstance exists that would entitle Lender not to honor a request for an Advance under the Revolving Loan; 7. upon notice from Lender of any drawing under any Letter of Credit issued under the Revolving Loan, Borrower shall, as to be determined in Lender’s sole and absolute discretion, either (a) deliver cash to Lender, in an Alternative Currency amount satisfactory to secure all Revolving Loan LOC Obligations and all amounts payable by the Borrower to the Lender under any Letter of Credit Agreement pertaining to such Revolving Loan LOC Obligations, or (b) immediately reimburse Lender for the amount of the drawing, plus interest from the date of the drawing at the highest rate of interest then in accordance with effect under the Revolving Note. The Borrower’s obligation to reimburse the Lender for any drawing under a Letter of Credit shall be absolute and unconditional, irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Lender, the beneficiary of the Letter of Credit or any other Person; 8. unless the Borrower makes reimbursement from another source on the day of the drawing under any Letter of Credit issued under the Revolving Loan, the Borrower shall be deemed to have requested an Advance under the Revolving Loan in the amount of the drawing, and (i) Lender, at its option, may make such an Advance (irrespective of whether Borrower would then be entitled to an Advance under the terms of this Agreement, in each case ) and apply the proceeds of the Advance to satisfy the Borrower’s obligation to reimburse Lender for the account amount drawn on the Letter of the Borrowers for the benefit of Credit; and (ii) any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiarysuch Advance shall be repayable, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by itwith interest, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof.of the Revolving Note; and (ii) Each Lender severally agrees 9. the provisions of the Letter of Credit Agreement pertaining to participate in each Letter of Credit issued under the Revolving Loan are deemed incorporated into this Agreement by an L/C Issuer this reference and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) shall be binding upon the Total Revolving Credit Outstandings will not exceed Lender and Borrower as if fully set forth herein. If a conflict exists between the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount terms of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) Agreement and any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain fromother Loan Document, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies terms of the L/C Issuer; (C) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) Agreement shall control with respect to the Defaulting Lender arising from either the Letter of Credit then proposed issued pursuant to be issued or that Letter of Credit and all other L/C Obligations Agreement but not as to which the L/C Issuer has actual other matters governed by this Agreement or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitLoan Document. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.”

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements availability of the Lenders set forth in this Section 2.04Revolving Loans, (A) from time to time on any Business Day, during prior to the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, maturity date set forth in the form of Letters of Credit or Master Revolving Note Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case shall issue for the account of Borrower such standby and commercial letters of credit (each a “Letter of Credit,” and collectively, the Borrowers for “Letters of Credit”) as Borrower may request, which requests shall be made by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the benefit outstanding and undrawn amounts under all such Letters of Credit shall not at any one or more Borrowers time exceed Three Hundred Thousand Dollars (or other Subsidiaries as any Borrower (through the Administrative Borrower$300,000) may designate; provided that in the case aggregate (the “Letter of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereofCredit Subfacility”). (ii1) Each Lender severally agrees Unless agreed to participate in writing by Bank, each Letter of Credit issued by hereunder shall have an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers expiration that each such issuance or amendment complies with the applicable conditions is no later than maturity date set forth in the proviso Master Revolving Note. All Letters of Credit shall be in form and substance acceptable to the preceding sentence. Within the foregoing limits, Bank in its sole discretion and shall be subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits of Bank’s form letter of credit application and agreement and such other agreements as are required by Bank. Borrower shall pay all usual issuance and other fees that Bank notifies Borrower it will be fully revolving, and, accordingly, charged for issuing and processing Letters of Credit for Borrower. Any existing letters of credit issued by Bank for Borrower shall be included as Letters of Credit under the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedLetter of Credit Subfacility. (iii2) Subject The obligation of Borrower to Section 2.04(b)(iv)immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, no L/C Issuer will issue or extend any Credit if: (A) unconditional and irrevocable in accordance with the expiry date terms of the letter of credit application and agreement with respect to each such Letter of Credit. In the absence of such requested reimbursement, the amount so advanced immediately and automatically shall be deemed to be an advance under the Master Revolving Note, thereafter, shall bear interest at the rate then applicable to Revolving Loans thereunder. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense, or liability, including, without limitation, reasonable attorney’s fees incurred by Bank, whether in-house or outside counsel is used, arising out of or in connection with any Letters of Credit. (3) If at any time for any reason, the amount of indebtedness owed by Borrower to Bank with respect to the Revolving Loans plus all Letters of Credit would occur after issued on behalf of Borrower pursuant to this Agreement is greater than the L/C Expiration DateMaximum Revolving Amount, unless or the outstanding amount of all Lenders will have approved Letters of Credit issued on behalf of Borrower pursuant to this Agreement is greater than the Letter of Credit Subfacility, Borrower shall immediately pay to Bank, in cash, the amount of such expiry date; excess. (4) Borrower acknowledges and agrees that (i) at any time following the occurrence and during the continuation of any Default, and/or (ii) termination of Bank’s commitment obligation to make advances, loans or (B) otherwise extent credit to or in favor of Borrower under the Master Revolving Note and the other Loan Documents, in the event that and to the extent that there are any outstanding and undrawn amounts under any Letters of Credit, at such time, upon demand of Bank, Borrower shall deliver to Bank, or cause to be delivered to Bank, cash collateral in an amount not less than any such outstanding and undrawn amounts under any such Letters of Credit, which cash collateral shall be held and retained by Bank as cash collateral for the face amount repayment of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a drawings under any such Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or together with any Law applicable and all other indebtedness of Borrower to the L/C Issuer or Bank remaining unpaid, and Borrower pledges to Bank and grants to Bank a continuing first priority security interest in any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibitsuch cash collateral so delivered to Bank. Alternatively, or request that the L/C Issuer refrain from, the issuance of letters Borrower shall cause to be delivered to Bank an irrevocable standby letter of credit or issued in favor of Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect by a bank acceptable to such Credit any restrictionBank, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or , in an amount not less than any such Lender outstanding and undrawn amounts under any such Letter of Credit, and upon terms acceptable to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting ExposureBank, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v5) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary Any existing letters of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act credit issued by Bank on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect Borrower prior to the L/C Issuerdate of this Agreement shall be included in the indebtedness hereunder.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (A) from time to time time, on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSECTIONS 3.2(b) of this Section 2.04; and SECTION 3.2(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; PROVIDED, HOWEVER, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and immediately after giving effect to, the Closing Date, will be subject to and governed by the terms and conditions hereof.issuance of such Letter of Credit: (ii1) Each there shall be continuing any Event of Default of which the Issuing Lender severally agrees to participate in each shall have received written notice from the Principal Companies or the Administrative Agent; (2) the aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatObligations, after giving effect to any L/C Credit Extension with respect to any CreditPLUS the aggregate principal amount of all Revolving Loans, (A) the Total Revolving Credit Outstandings will not shall exceed the Aggregate Revolving Credit CommitmentsCommitment then in effect; or (B3) the aggregate Outstanding Amount Letter of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed unreimbursable loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from the Borrower, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in ARTICLE V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Required Lenders and the Issuing Lender have approved such expiry date in writing, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or (Cv) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04LC Issuer agrees, (Aa) from time to time on any Business Day, Day during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will Commitment Termination Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiaryapplicable Account Party, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSECTIONS 2.16.2(c) of this Section 2.04; and 2.16.2(d), and (B) to honor drawings properly drawn drafts under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter Letters of Credit issued by an L/C it; and (ii) the Lenders severally agree to participate in (1) the sum of (i) the Effective Amount of all Letter of Credit Obligations PLUS (ii) the Effective Amount of all outstanding Loans MINUS (iii) the lesser of (x) the Effective Amount of all Alternate Currency Loans supported by Alternate Currency Standby Letters of Credit and (y) the Effective Amount of all Letter of Credit Obligations with respect to Alternate Currency Standby Letters of Credit exceeds the aggregate amount of all Revolving Commitments or (2) the Effective Amount of all Letter of Credit Obligations exceeds the Letter of Credit Commitment Amount. The commitment of each LC Issuer and each drawing thereunder; provided that, after giving effect other Lender described in this SECTION 2. 16.1 is herein referred to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. as its "LETTER OF CREDIT COMMITMENT." Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ applicable Account Party's ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers such Account Party may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (ivb) No L/C LC Issuer will have shall be under any obligation to issue a Issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C such LC Issuer from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to the L/C such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C such LC Issuer will shall prohibit, or request that the L/C such LC Issuer refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C such LC Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C such LC Issuer in good xxxxx xxxxx material to it; or (ii) such Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to such LC Issuer, or the Issuance of such Letter of Credit shall violate any applicable policies of such LC Issuer. (c) No LC Issuer shall Issue any Letter of Credit if: (i) such LC Issuer has received written notice from any Lender, the Agent or the applicable Account Party, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in ARTICLE IV is not then satisfied; (Bii) the issuance expiry date or any renewed or extended expiry date of such Letter of Credit would violate one or more policies is later than the earlier of: (x) the first anniversary of the L/C Issuer;Issuance Date for such Letter of Credit, and (y) the Commitment Termination Date, or, in the case of a Commercial Letter of Credit, 25 days prior to the Commitment Termination Date, unless all of the Lenders have approved such expiry date in writing; or (Ciii) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting LenderDollars, unless the L/C Issuer has entered into arrangements, including the delivery such Letter of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement is an Alternate Currency Letter of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Issuing Lender agrees (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.2(b) of this and Section 2.04; 3.2(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will be deemed to have been issued pursuant hereto anddate of, from and immediately after giving effect to, the Closing Date, will be subject to and governed by the terms and conditions hereof.issuance of such Letter of Credit: (ii1) Each there shall be continuing any Event of Default of which the Issuing Lender severally agrees to participate in each shall have received written notice from any of the Credit Parties or the Administrative Agent; (2) the aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatObligations, after giving effect to any L/C Credit Extension with respect to any CreditPLUS the aggregate principal amount of all Revolving Loans, (A) the Total Revolving Credit Outstandings will not shall exceed the Aggregate Revolving Credit CommitmentsCommitment then in effect; or (B3) the aggregate Outstanding Amount Letter of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed unreimbursable loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from any Credit Party, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Administrative Agent and the Issuing Lender have approved such expiry date in writing, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C Issuer;Issuing Lender; or (Cv) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject The Borrower may request that the Bank, in lieu of cash advances, issue standby letters of credit (individually, a “Letter of Credit” and collectively the “Letters of Credit”) under the Line of Credit in face amount in the aggregate at any time outstanding not to exceed $1,200,000.00; provided, however, that after giving effect to the terms and conditions set forth herein: (i) Upon face amount of such Letter of Credit, the terms, subject to the conditions and in reliance upon the representations and warranties sum of the Borrowers aggregate outstanding principal advances under the Line of Credit and each the aggregate face amount of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form of all Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for issued and outstanding shall not exceed the account Line of the Borrowers for the benefit Credit. The availability of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings advances under the Credits. All existing Credits listed on Schedule 2.01 as Line of the Closing Date will Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed reduced by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in face amount of each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatoutstanding (whether or not drawn). For purposes of this Agreement, after giving effect to the “face amount” of any L/C Letter of Credit Extension with respect to shall include any automatic increases in face amount under the terms of such Letter of Credit, whether or not any such increase in face amount has become effective. Unless otherwise consented to by the Bank in writing, each Letter of Credit shall have an expiry date which is not later than twelve (A12) months following the Total Revolving Expiration Date (the “Final LC Expiration Date”). Each payment by the Bank under a Letter of Credit Outstandings will not exceed shall constitute an advance of principal under the Aggregate Revolving Line of Credit Commitments; (B) and shall be evidenced by the aggregate Outstanding Amount Note evidencing the Line of Credit. The Letters of Credit shall be governed by the terms of this Agreement and by one or more reimbursement agreements, in form and content satisfactory to the Bank, executed by the Borrower in favor of the Revolving Credit Loans of any LenderBank (collectively, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit“Reimbursement Agreement”). Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Letter of Credit must be accompanied by the Borrower’s execution of an application on the Bank’s standard forms (each, an “Application”), together with all supporting documentation. Each Letter of Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth issued in the proviso Bank’s sole discretion and in a form acceptable to the preceding sentenceBank. Within This Agreement is not a pre-advice for the foregoing limits, issuance of a letter of credit and subject to is not irrevocable. The Borrower shall pay the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that Bank’s standard issuance fee on the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a each Letter of Credit if: upon issuance, together with such other customary fees and expenses therefor as shall be required by the Bank. In addition, the Borrower shall pay to the Bank a fee (A) the “Letter of Credit Commission”), calculated daily (on the basis of a year of 360 days), equal to the amount available to be drawn at such time under all Letters of Credit issued under the Line of Credit (including any orderamounts drawn thereunder and not reimbursed, judgment regardless of the existence or decree satisfaction of any Governmental Authority conditions or arbitrator will limitations on drawing) on each day multiplied by its terms purport to enjoin or restrain one hundred fifty (150) basis points (1.50%). The Letter of Credit Commission shall be payable quarterly in arrears beginning on March 31, 2011, and continuing on the L/C Issuer from issuing such Creditfirst day of each fiscal quarter thereafter and on the Final LC Expiration Date. Notwithstanding the foregoing, or any Law applicable to after the L/C Issuer or any request or directive (whether or not having occurrence and during the force continuance of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain froman Event of Default, the issuance Letter of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting ExposureCommission, as it may elect in its sole discretion; calculated above, shall be increased by three percent (E3.0%) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimitper annum. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) Subject to the conditions and on the terms and conditions hereinafter set forth herein: (i) Upon the termsin this Agreement, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of contained in Article V, the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, Lender agrees (Ai) from time to time on any Business Day, during the period from the Closing Date until to the L/C Expiration day which is five (5) Business Days prior to the Revolving Credit Commitment Termination Date, L/C Issuer will issue Credits, in the form of to Issue Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of in an aggregate Stated Amount at any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided time that, after giving effect to any L/C Credit Extension together with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Stated Amount of all L/C Obligationsother outstanding Letters of Credit Issued pursuant hereto, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will does not exceed the L/C SublimitCommitment, and to amend or renew Letters of Credit previously Issued by it, and (ii) to honor drafts under Letters of Credit; provided, that the Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) and after giving effect to such Issuance, (A) the Stated Amount of the requested Letter of Credit exceeds the Revolving Credit Availability, or (B) the L/C Obligations exceed the L/C Commitment. Each request If on any date the L/C Obligations exceed the L/C Commitment, the Borrowers shall immediately, without further notice or demand by the Administrative BorrowerLender, on behalf prepay the outstanding principal amount of the Borrowers, for the issuance or amendment of a Revolving Credit will be deemed Loans by an amount equal to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceexcess. Within the foregoing limits, limits and subject to the other terms and conditions hereof, the Borrowers’ ability to obtain Credits will Letters of Credit shall be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits Letters of Credit to replace Credits that Letters of Credit which have expired or that which have been drawn upon and reimbursed. (iiib) Subject to Section 2.04(b)(iv)The Lender is under no obligation to, no L/C Issuer will issue or extend and shall not, Issue any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing Issuing such Letter of Credit, or any Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance Issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx fxxxx xxxxx material to it; (Bii) on or prior to the issuance Business Day prior to the requested date of Issuance of such Credit would violate Letter of Credit, one or more of the applicable conditions contained in Article IV is not then satisfied or effectively waived in writing by the Lender; (iii) unless the Lender has otherwise approved in writing, the expiration date of the requested Letter of Credit is (A) more than one year after the date of Issuance, or (B) a date more than six (6) months after the Revolving Credit Commitment Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Lender, or the Issuance of a Letter of Credit shall violate any applicable policies of the L/C Issuer;Lender; or (Cv) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitU.S. Dollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon in this Agreement, an Authorized Officer of the terms, subject to the conditions and in reliance upon the representations and warranties Borrower Representative may request on behalf of the Borrowers the issuance of, and each of the other Loan Parties set forth Issuing Bank in this Agreement and in the other Loan Documents and reliance upon the agreements of the Lenders set forth in this Section 2.042.05.3 agrees to issue, (A) Letters of Credit for the accounts of the Borrowers or any of its Subsidiaries, in a form acceptable to the Issuing Bank, at any time and from time to time on any Business Day, during the period Day from the Closing Date until through, but not including the L/C Expiration Date, provided, however, that (a) no Default or Event of Default has occurred and is then continuing, (b) the aggregate amount of L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers Obligations (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C requested issuance) shall not at any time exceed the Letter of Credit Extension with respect to any CreditSublimit, (Ac) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)any requested issuance) with respect to shall not exceed the Defaulting Lender arising from either the Revolving Credit then proposed to Dollar Cap, (d) all Letters of Credit shall be denominated in Dollars, and not in any other currency, (e) Letters of Credit shall be issued or that for lawful corporate purposes and shall be issued as standby letters of credit, (f) the issuance of any Letter of Credit shall not violate any policies of the Issuing Bank, and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (Eg) such no Letter of Credit contains shall contain any provisions provision for automatic reinstatement of the stated amount after any drawing thereunder; or (F) . In the issuance event of such any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit would result in the aggregate Application or other L/C Obligations Document submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under Letter of Credit, the terms hereof or if the beneficiary and conditions of such Credit does not accept the proposed amendment to such Creditthis Agreement shall control. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein: herein and other terms and conditions that the L/C Issuer may reasonably require, (iA) Upon the termsL/C Issuer agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the other Lenders set forth in this Section 2.042.2, (A) from time to time on any Business Day, Day during the period from the Closing Date until the L/C Letter of Credit Expiration Date, L/C Issuer will to issue Credits, in the form of standby Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit Borrower and to amend Letters of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits Credit previously issued by it, in each case in accordance with subsection (b) of this Section 2.04; below and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender Lenders severally agrees agree to participate in each Letter Letters of Credit issued by an L/C Issuer and each drawing thereunderfor the account of the Borrower; provided thatprovided, however, that after giving effect to the issuance of any Letter of Credit (1) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Credit Extension Obligations shall not exceed the Revolving Committed Amount, (2) with respect to any Crediteach individual Lender, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) sum of the aggregate Outstanding Amount principal amount of the outstanding Revolving Credit Loans of any Lender, such Lender plus an the aggregate principal amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all outstanding L/C Obligations, plus an amount equal to Obligations of such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will Lender shall not exceed such Lender’s 's Pro Rata Share of the Revolving Credit Commitment; Committed Amount and (C3) the Outstanding Amount aggregate amount of the L/C Obligations will shall not at any time exceed the L/C Letter of Credit Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers Borrower may, during the foregoing period, obtain Credits Letters of Credit to replace Credits Letters of Credit that have expired or that have been drawn upon and reimbursed. (iiiii) Subject to Section 2.04(b)(iv), no The L/C Issuer will shall not issue or extend amend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to itfaith dexxx xxxxxxxx xx xx; (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer;; or (CE) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed to by the L/C Issuer), is to be used for a purpose other than as permitted by Section 7.11, or is denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement;Dollars. (Diii) any Lender is at that time a Defaulting Lender, unless the The L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to shall be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any under no obligation to amend any Letter of Credit if (A) the L/C Issuer would not be obligated have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or if (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (i) Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from From time to time on any Business Day, during the period from the Closing Date until to the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers thirtieth (or other Subsidiaries as any Borrower (through the Administrative Borrower30th) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of day preceding the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by Termination Date for the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the further terms and conditions hereof, the Borrowers’ ability Borrower may request that the Bank, in lieu of cash advances, issue Letters of Credit under the Revolving Credit Commitment; provided, however, that after giving effect to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds Letter of Credit, the Alternative Currency Available Credit as sum of the requested issuance date. aggregate outstanding Revolving Loans and the aggregate face amount of all Letters of Credit issued and outstanding shall not exceed the lesser of (ivA) No L/C Issuer will the Revolving Credit Commitment and (B) the Borrowing Base. The availability of advances under the Revolving Credit Commitment shall be reduced by the aggregate amount to be drawn under each Letter of Credit issued and outstanding plus the aggregate of all unreimbursed drawings under each Letter of Credit. Upon a draw under any Letter of Credit, the Borrower shall immediately reimburse the Bank for such drawing under such Letter of Credit in accordance with the provisions of the Letter of Credit Documents. If (i) the Borrower shall not have immediately reimbursed the Bank for such drawing under such Letter of Credit, (ii) the Bank must for any reason return or disgorge such reimbursement or (iii) the Borrower is required to make a payment under Section 2.1 hereof and fails to make such payment, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under Section 2.1 hereof shall automatically be converted into an advance under the Revolving Credit Commitment which shall be made on the date of such drawing for all purposes of this Agreement. The Borrower’s obligation to issue reimburse the Bank with respect to each drawing under a Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any shall be absolute and unconditional. Each request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, for the issuance of letters a Letter of credit or Credit must be accompanied by the Borrower’s execution of all Letter of Credit Documents required by the Bank Undertakings generally or and shall be governed by the terms of this Agreement and by the Letter of Credit Documents executed in connection therewith. Notwithstanding anything herein to the contrary, no Letter of Credit shall have an expiry date beyond the earlier to occur of (i) twelve (12) months from date of issuance and (ii) the business day that is thirty (30) days prior to the Revolving Credit Termination Date. Each Letter of Credit will be issued in the Bank’s sole discretion and in a form acceptable to the Bank. The Borrower shall pay the Bank’s standard issuance fee on the face amount of each Letter of Credit upon issuance, together with such Credit in particular or will impose upon other customary fees, commissions and expenses therefor as shall be required by the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer Bank. This Agreement is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) a pre-advice for the issuance of such Credit would violate one or more policies a letter of the L/C Issuer; (C) such Credit credit and is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimitnot irrevocable. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject to (a) On the terms and conditions set forth herein: herein (i) Upon the termsIssuing Lender agrees, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Revolving Lenders set forth in this Section 2.04Article III, (A) from time to time time, on any Business Day, Day during the period from the Closing Effective Date until to the L/C Expiration Date, L/C Issuer will date which is thirty (30) days prior to the Maturity Date to issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and to amend or extend Credits renew Letters of Credit previously issued by it, in accordance with subsection (bSections 3.2(b) of this and Section 2.04; 3.2(d), and (B) to honor drawings drafts under the Credits. All existing Credits listed on Schedule 2.01 Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that the Issuing Lender shall not issue any Letter of Credit if as of the Closing Date will date of, and immediately after giving effect to, the issuance of such Letter of Credit: (1) there shall be deemed to continuing any Event of Default of which the Issuing Lender shall have been issued pursuant hereto and, received written notice from and after any of the Closing Date, will be subject to and governed by Credit Parties or the terms and conditions hereof. Administrative Agent; (ii2) Each Lender severally agrees to participate in each the aggregate amount of all Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided thatObligations, after giving effect to any L/C Credit Extension with respect to any Creditplus the aggregate principal amount of all Revolving Loans, (A) the Total Revolving Credit Outstandings will not shall exceed the Aggregate Revolving Credit CommitmentsCommitment then in effect; or (B3) the aggregate Outstanding Amount Letter of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not shall exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf Letter of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth Commitment then in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursedeffect. (iiib) Subject to Section 2.04(b)(iv), The Issuing Lender shall be under no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority or arbitrator will shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will Issuing Lender shall prohibit, or request that the L/C Issuer Issuing Lender refrain from, the issuance of letters of credit or Bank Undertakings generally or such Letter of Credit in particular or will shall impose upon the L/C Issuer such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, Effective Date or will shall impose upon the L/C Issuer Issuing Lender any unreimbursed unreimbursable loss, cost or expense that which was not applicable on the Closing Effective Date and which the L/C Issuer in good xxxxx xxxxx Issuing Lender reasonably deems material to it; (ii) the Issuing Lender shall have received written notice from any Lender or from any Credit Party, on or prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions precedent contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit (A) is more than one (1) year after the date of issuance, unless the Administrative Agent and the Issuing Lender have approved such expiry date in writing, or (B) is later than the Maturity Date; (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance of such a Letter of Credit would shall violate one or more any applicable policies of the L/C IssuerIssuing Lender; (Cv) any default of any Revolving Lender’s obligations to fund under Section 3.3 shall be continuing, or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the Issuing Lender’s risk with respect to such Revolving Lender; or (vi) such Letter of Credit is in a face amount less than $50,000 or to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer SublimitDollars. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

Letter of Credit Subfacility. Subject Lender shall issue Letters of Credit for the account of the Borrower from time to time upon request from Closing Date until the Ending Date, subject to the following terms and conditions set forth hereinconditions: (i) Upon the termsaggregate amount of LOC Obligations shall at no time exceed Twelve Million, subject Five Hundred Thousand Dollars ($12,500,000.00); (ii) no Letter of Credit shall have an original expiry date more than two years from the date of issuance, unless the Lender, in its sole discretion, shall approve a request for a Letter of Credit with a longer term; (iii) on the Ending Date, Borrower shall make a cash deposit (the "LOC Deposit") with Lender in an amount equal to the conditions and LOC Obligations (if any) outstanding on the Ending Date (unless the Lender, in reliance upon the representations and warranties its sole discretion, agrees to accept a guaranty or indemnity agreement in lieu of the Borrowers and each of LOC Deposit). If Borrower fails to make the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04LOC Deposit, (A) from time to time on any Business Day, during the period from the Closing Date until the L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date Lender will be deemed to have been issued pursuant hereto andmade an Advance under the Revolving Note immediately prior to the Ending Date in an amount equal to the LOC Obligations, from the Advance will serve as the LOC Deposit, Borrower shall repay the Advance, with interest, in accordance with the Revolving Note, and Borrower's obligation to repay the advance will be secured by the Collateral to the same extent as any other Advance under the Revolving Note. The LOC Deposit will secure the Borrower's obligation to reimburse Lender for any drawing under any Letter of Credit on or after the Closing Ending Date. Lender shall be entitled to hold the LOC Deposit until all LOC Obligations have terminated or, will if any drawing is made under any Letter of Credit, to apply the LOC Deposit, or part of it, to reimburse the Lender for the amount of the drawing; (iv) the form of each Letter of Credit must be satisfactory to the Lender, in its sole judgment. At Lender's option, Letters of Credit shall be subject to The Uniform Customs and governed Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (Publication No. 500 or the most recent publication, the "UCP"); (v) issuance of the Letter of Credit shall not cause the sum of: (i) LOC Obligations; plus (ii) the principal amount outstanding under the Revolving Note to exceed the Maximum Revolving Commitment Amount; (vi) Lender shall not be required to issue any Letter of Credit if any circumstance exists that would entitle Lender not to honor a request for an Advance under the Revolving Loan; (vii) Unless the Borrower makes reimbursement from another source on the day of any drawing under any Letter of Credit, the Borrower shall be deemed to have requested an Advance under the Revolving Loan in the amount of the drawing, and (i) if Borrower is entitled to the Advance, Lender will make the Advance and apply the proceeds of the Advance to satisfy the Borrower's obligation to reimburse Lender for the amount drawn on the Letter of Credit; (ii) if Borrower is not entitled to the Advance, Lender, at its option, may nevertheless make such an Advance and apply the proceeds of the Advance to satisfy the Borrower's obligation to reimburse Lender for the amount drawn on the Letter of Credit; and (iii) in either case, the Advance shall be repayable, with interest, in accordance with the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans Note; and (viii) In the event that, on the day of any Lenderdrawing under any Letter of Credit, plus an Advance in the amount equal of the drawing would cause the outstanding principal balance under the Revolving Note to such Lender’s Percentage Share multiplied by exceed the Outstanding difference between the Maximum Revolving Commitment Amount and the amount of all L/C LOC Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by Lender shall promptly notify the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount Borrower of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf amount of the Borrowersdifference (the "Overage Amount"), and the Borrower shall immediately reimburse Lender for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentenceOverage Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any The Borrower's obligation to issue reimburse the Lender for any drawing under a Letter of Credit if: (A) any ordershall be absolute and unconditional, judgment or decree irrespective of any Governmental Authority rights of set-off, counterclaim or arbitrator will by its terms purport defense to enjoin payment the Borrower may claim or restrain have against the L/C Issuer from issuing such Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Credit would violate one or more policies of the L/C Issuer; (C) such Credit is to be denominated in a currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the Defaulting Lender arising from either the Credit then proposed to be issued or that Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; (E) such Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) the issuance of such Credit would result in the aggregate L/C Obligations relating to Credits issued by such L/C Issuer exceeding such L/C Issuer’s Issuer Sublimit. (v) No L/C Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such the Letter of Credit does not accept or any other Person. The Borrower's obligation to reimburse the proposed amendment to such CreditLender for any drawing under a Letter of Credit shall continue until all LOC Obligations have expired or been reimbursed, whether this occurs before or after the Ending Date. (vi) Each L/C Issuer will act on behalf of all Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Credits issued by it or proposed to be issued by it and Issuer Documents pertaining to such Credits as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.