Common use of Letter of Credit Sublimit Clause in Contracts

Letter of Credit Sublimit. Subject to the terms and conditions of this Agreement, at any time prior to the Revolving Maturity Date, Bank agrees to issue letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, the “Letters of Credit”) in an aggregate outstanding face amount (the “Letter of Credit Outstandings”) not to exceed the lesser of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Letter of Credit Advances Outstandings shall not exceed $750,000. All Letters of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including payment of Bank’s standard fees based on the face amount of each Letter of Credit. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Letters of Credit on terms acceptable to Bank. The obligation of Borrower to reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any Letters of Credit, except for expenses caused by Bank’s gross negligence or willful misconduct.

Letter of Credit Sublimit. Subject to the terms and conditions (a) As part of this Agreement, at any time prior to the Revolving Maturity DateLine, Bank agrees to shall issue letters or have issued Letters of credit Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the account issuance of Borrower (each, a “Letter of Credit” and collectively, the “Letters of Credit”) in an Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate outstanding Dollar Equivalent of the face amount of outstanding Letters of Credit (the “including drawn but unreimbursed Letters of Credit and any Letter of Credit Outstandings”Reserve) may not to exceed the lesser of (i) Forty Million Dollars ($40,000,000), or (ii) (A) the lesser of (1) the Revolving Line or (2) the Borrowing Base minusCMRR multiplied by the Advance Rate, minus (B) the sum of all outstanding principal amounts of any Advances. (b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in each case, an amount equal to at least 105% (at least 110% for Letters of Credit denominated in a Foreign Currency) of the aggregate Dollar Equivalent of the face amount of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Letter all such Letters of Credit Advances Outstandings shall not exceed $750,000plus all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure all of the Obligations relating to such Letters of Credit. All Letters of Credit shall be, be in form and substance, substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form standard Application and Letter of standard application and letter of credit agreement Credit Agreement (the “Letter of Credit Application”), which . Borrower hereby agrees to execute, including payment of Bank’s standard fees based on execute any further documentation in connection with the face amount of each Letter of Credit. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Letters of Credit on terms acceptable as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Bank and opened for Borrower’s account or by Bank. ’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank 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 Letters of Credit or any modifications, amendments, or supplements thereto. (c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, and the Letter of Credit Application. (d) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any Letters such Letter of Credit, except Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges). (e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for expenses caused fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by Bank’s gross negligence or willful misconductthe amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

Letter of Credit Sublimit. Subject to Section 2.1.2(a) of the terms Loan Agreement is hereby deleted in the entirety and conditions of this Agreement, at any time prior to replaced with the Revolving Maturity Date, Bank agrees to issue letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, the “Letters of Credit”) in an aggregate outstanding face amount (the “Letter of Credit Outstandings”) not to exceed the lesser following: As part of the Revolving Line or Loan, Bank has issued Letters of Credit for each Borrower’s account. Such aggregate amounts utilized hereunder shall at all times reduce the Borrowing Base minus, in each case, amount otherwise available for Advances under the Revolving Loan. The aggregate amount of the outstanding Advances, Cash Management Outstandings Existing Letters of Credit may not exceed at any time the Availability Amount. The Bank may issue New Letters of Credit provided that (i) the aggregate face amount of the New Letters of Credit and the Foreign Exchange Outstandings at any time, provided that APS Letter of Credit shall not exceed the Letter of Credit Advances Outstandings Sub-Facility; and (ii) prior to the issuance of any New Letter of Credit, the Borrowers shall not exceed $750,000deposit in a Cash Collateral Account an amount in cash equal to the face amount of such New Letter of Credit; provided, that if the face amount of any New Letter of Credit is reduced or such New Letter of Credit is terminated (and remains undrawn at the time of termination), the amount of cash collateral equal to such reduction (or, in the case of a terminated New Letter of Credit, the face amount thereof) shall be released to the Borrowers and shall be deposited into an account maintained with Bank. If, on the Revolving Loan Maturity Date, there are any outstanding Letters of Credit, then on such date Borrowers shall provide to Bank cash collateral in an amount equal to 105% of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Credit shall be, be in form and substance, substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form standard Application and Letter of standard application and letter of credit agreement Credit Agreement (the “Letter of Credit Application”), which Borrower hereby agrees . Borrowers agree to execute, including payment of Bank’s standard fees based on execute any further documentation in connection with the face amount of each Letter of Credit. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Letters of Credit on terms acceptable as Bank may reasonably request. Borrowers further agree to Bank. The obligation be bound by the regulations and interpretations of Borrower to reimburse Bank for drawings made under the issuer of any Letters of Credit shall be absolute, unconditional guarantied by Bank and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from opened for any loss, cost, expense Borrower’s account or liability, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any Letters of Credit, except for expenses caused by Bank’s gross negligence interpretations of any Letter of Credit issued by Bank for any Borrower’s account, and Borrowers understand and agree that Bank shall not be liable for any error, negligence, or willful misconductmistake, whether of omission or commission, in following any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

Letter of Credit Sublimit. Subject to (a) On the terms and conditions of this Agreementset forth herein (i) the LC Issuer agrees, at (A) from time to time on any time prior Business Day during the period from the Closing Date to the Revolving Commitment Maturity Date, Bank agrees Date to issue letters Issue Letters of credit Credit for the account of Borrower (eachthe Borrower, a “Letter of Credit” and collectively, the “to amend or renew Letters of Credit”Credit previously Issued by it, in accordance with Sections 2.06.02(c) and 2.06.02(d), and (B) to honor properly drawn drafts under the Letters of Credit Issued by it; and (ii) the Lenders severally agree to participate in an aggregate outstanding face amount (Letters of Credit Issued for the “account of the Borrower; provided that the LC Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit Outstandings”) not to exceed the lesser if as of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount date of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Issuance of such Letter of Credit Advances Outstandings shall not exceed $750,000. All Letters (the "Issuance Date") (1) the Dollar Equivalent of the sum of (i) all Letter of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to Obligations plus (ii) the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including payment of Bank’s standard fees based on the face principal amount of each all outstanding Loans exceeds the Total Revolving Credit Commitment or (2) if such Letter of Credit. On any drawn but unreimbursed Credit is a Financial Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior Dollar Equivalent of all Letter of Credit Obligations with respect to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Financial Letters of Credit on exceed the Financial Letter of Credit Sublimit or (3) if such Letter of Credit is a Performance Letter of Credit, the Dollar Equivalent of all Letter of Credit Obligations with respect to the Performance Letters of Credit exceed the Performance Letter of Credit Sublimit or (4) the participation of any Lender in all Letter of Credit Obligations (in the amount of the Dollar Equivalent thereof) and in the Swingline Advances plus the Revolving Credit Loans made by such Lender exceed such Lender's Revolving Credit Commitment. Letters of Credit may be Issued in Dollars or Offshore Currencies. Within the foregoing limits, and subject to the other terms acceptable and conditions hereof, the Borrower's ability to Bank. The obligation of Borrower to reimburse Bank for drawings made under obtain Letters of Credit shall be absolutefully revolving, unconditional and irrevocableand, and shall be performed strictly in accordance with the terms of this Agreementaccordingly, the ApplicationBorrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The LC Issuer shall not be under any obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from Issuing such Letters Letter of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, costcost or expense which was not 26 35 applicable on the Closing Date and which the LC Issuer in good faitx xxxxx material to it and for which the LC Issuer is not otherwise compensated hereunder; or (ii) such Letter of Credit is not otherwise in form and substance reasonably acceptable to the LC Issuer, expense or liabilitythe Issuance of such Letter of Credit shall violate any applicable policies of the LC Issuer. (c) The LC Issuer shall not Issue any Letter of Credit if: (i) the LC Issuer has received written notice from any Lender, includingthe Administrative Agent or the Borrower, without limitation, reasonable attorneys’ fees, arising out on or prior to the Business Day prior to the requested date of or in connection with any Letters Issuance of such Letter of Credit, except for expenses caused by Bank’s gross negligence that one or willful misconductmore of the applicable conditions contained in Article IV is not then satisfied; (ii) the expiry date or any renewed or extended expiry date of such Letter of Credit is later than 25 days prior to the Revolving Commitment Maturity Date, unless all of the Lenders have approved such expiry date in writing; or (iii) such Letter of Credit is denominated in a currency other than Dollars or an Offshore Currency. Section 2.06.

Letter of Credit Sublimit. Subject to (a) On the terms and conditions of this Agreementset forth herein (i) the LC Issuer agrees, at (A) from time to time on any time prior Business Day during the period from the Closing Date to the Revolving Commitment Maturity Date, Bank agrees Date to issue letters Issue Letters of credit Credit for the account of Borrower (eachany one or more of the Borrowers, a “Letter of Credit” and collectively, the “to amend or renew Letters of Credit”Credit previously Issued by it, in accordance with Sections 2.06.02(c) and 2.06.02(d), and (B) to honor properly drawn drafts under the Letters of Credit Issued by it; and (ii) the Lenders severally agree to participate in an aggregate outstanding face amount (Letters of Credit Issued for the “account of any one or more of the Borrowers; PROVIDED that the LC Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit Outstandings”) not to exceed the lesser if as of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount date of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Issuance of such Letter of Credit Advances Outstandings shall not exceed $750,000. All Letters (the "ISSUANCE DATE") (1) the Dollar Equivalent of the sum of (i) all Letter of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to Obligations PLUS (ii) the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including payment of Bank’s standard fees based on the face principal amount of each all outstanding Loans exceeds the Total Revolving Credit Commitment or (2) if such Letter of Credit. On any drawn but unreimbursed Credit is a Financial Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior Dollar Equivalent of all Letter of Credit Obligations with respect to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Financial Letters of Credit on exceed the Financial Letter of Credit Sublimit or (3) if such Letter of Credit is a Performance Letter of Credit, the Dollar Equivalent of all Letter of Credit Obligations with respect to the Performance Letters of Credit exceed the Performance Letter of Credit Sublimit or (4) the participation of any Lender in all Letter of Credit Obligations (in the amount of the Dollar Equivalent thereof) and in the Swingline Advances plus the Revolving Credit Loans made by such Lender exceed such Lender's Revolving Credit Commitment. Letters of Credit may be Issued in Dollars or Offshore Currencies. Within the foregoing limits, and subject to the other terms acceptable and conditions hereof, each Borrower's ability to Bank. The obligation of Borrower to reimburse Bank for drawings made under obtain Letters of Credit shall be absolutefully revolving, unconditional and, accordingly, such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and irrevocablereimbursed. (b) The LC Issuer shall not be under any obligation to Issue any Letter of Credit if: (i) any order, and judgment or decree of any Governmental Authority or arbitrator shall be performed strictly in accordance with by its terms purport to enjoin or restrain the terms of this Agreement, the Application, and LC Issuer from Issuing such Letters Letter of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, costcost or expense which was not applicable on the Closing Date and which the LC Issuer in good xxxxx xxxxx material to it and for which the LC Issuer is not otherwise compensated hereunder; or (ii) such Letter of Credit is not otherwise in form and substance reasonably acceptable to the LC Issuer, expense or liabilitythe Issuance of such Letter of Credit shall violate any applicable policies of the LC Issuer. (c) The LC Issuer shall not Issue any Letter of Credit if: (i) the LC Issuer has received written notice from any Lender, includingthe Administrative Agent or the Company, without limitation, reasonable attorneys’ fees, arising out on or prior to the Business Day prior to the requested date of or in connection with any Letters Issuance of such Letter of Credit, except for expenses caused by Bank’s gross negligence that one or willful misconductmore of the applicable conditions contained in Article IV is not then satisfied; (ii) the expiry date or any renewed or extended expiry date of such Letter of Credit is later than 25 days prior to the Revolving Commitment Maturity Date, unless all of the Lenders have approved such expiry date in writing; or (iii) such Letter of Credit is denominated in a currency other than Dollars or an Offshore Currency.

Letter of Credit Sublimit. Subject to the terms and conditions of this Agreement, at any time prior to and as a sublimit of the Revolving Maturity Credit Commitment, during the period from the effective date of this Agreement to but excluding the Revolving Credit Commitment Termination Date, provided that no Default or Event of Default then has occurred and is continuing, Bank agrees to issue letters of credit shall issue, for the account of Borrower Borrower, one or more irrevocable commercial or standby letters of credit (eachcollectively, the "Letters of Credit," and individually, a “"Letter of Credit” and collectively, ") upon Borrower’s request. The parties specifically agree that the “sum of (a) the aggregate amount available to be drawn under all outstanding Letters of Credit”Credit plus (b) in an aggregate outstanding face amount (the “Letter of Credit Outstandings”) not to exceed the lesser of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Letter of Credit Advances Outstandings shall not exceed $750,000. All unpaid reimbursement obligations under drawn Letters of Credit shall be, in form and substance, acceptable to Bank in its sole discretion not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) at any one time (the "Letter of Credit Sublimit") and shall reduce, Dollar for Dollar, the amount available to be subject to borrowed under the terms and conditions Revolving Credit Commitment. In the case of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including payment of Bank’s standard fees based on the face amount of each Letter of Credit. On any drawn but unreimbursed commercial Letter of Credit, such commercial Letter of Credit shall provide for transport documents to be presented in a full set to Bank (and, in case of airway bills, consigned to Bank) and/or at Bank's option, with transport documents presented in less than a full set to Bank and/or consigned to Borrower or to any party other than Bank and calling for drafts at sight covering the unreimbursed amount importation or purchase of goods in the normal course of Borrower’s business. In the case of any standby Letter of Credit, such standby Letter of Credit shall be deemed an Advance under Section 2.1(a). Prior to issued for the Revolving Maturity Date, Borrower shall secure in cash all purpose of supporting Borrower’s worker’s compensation or other insurance obligations under or for any outstanding Letters of Credit on terms other purpose acceptable to Bank. The obligation of Borrower to reimburse Bank for drawings made under Letters Each Letter of Credit shall be absolute, unconditional drawn on such terms and irrevocable, conditions as may be acceptable to Bank and shall be performed strictly in accordance with governed by the terms of this Agreement, the Application, (and such Letters Borrower agrees to execute) Bank's standard form Letter of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out of or Credit Agreement in connection with any Letters therewith. No commercial Letter of Credit, except for expenses caused by Bank’s gross negligence Credit shall have an expiration date more than one hundred eighty (180) days from its date of issuance or willful misconductshall expire after the Revolving Credit Commitment Termination Date. No standby Letter of Credit shall have an expiration date more than one (1) year from its date of issuance or shall expire after the Revolving Commitment Termination Date.

Letter of Credit Sublimit. Subject to (a) As part of the terms Revolving Line, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and conditions any Letter of Credit Reserve) may not exceed Ten Million Dollars ($10,000,000). (b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), at there are any time prior to the Revolving Maturity Date, Bank agrees to issue letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, the “outstanding Letters of Credit”) , then on such date Borrower shall provide to Bank cash collateral in an amount equal to at least 100% (at least 105% for Letters of Credit denominated in a Foreign Currency) of the aggregate outstanding Dollar Equivalent of the face amount (the “Letter of all such Letters of Credit Outstandings”) not plus all interest, fees, and costs due or estimated by Bank to exceed the lesser become due in connection therewith, to secure all of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount Obligations relating to such Letters of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Letter of Credit Advances Outstandings shall not exceed $750,000Credit. All Letters of Credit shall be, be in form and substance, substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form standard Application and Letter of standard application and letter of credit agreement Credit Agreement (the “Letter of Credit Application”), which . Borrower hereby agrees to execute, including payment of Bank’s standard fees based on execute any further documentation in connection with the face amount of each Letter of Credit. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Letters of Credit on terms acceptable as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank. ’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank 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 Letters of Credit or any modifications, amendments, or supplements thereto. (c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, and the Letter of Credit Application. (d) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any Letters such Letter of Credit, except Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges). (e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to five percent (5%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for expenses caused fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by Bank’s gross negligence or willful misconductthe amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

Letter of Credit Sublimit. Subject to (a) On the terms and conditions of this Agreementset forth herein (i) the LC Issuer agrees, at (A) from time to time on any time prior Business Day during the period from the Closing Date to the Revolving Commitment Maturity Date, Bank agrees Date to issue letters Issue Letters of credit Credit for the account of Borrower (eachthe Borrower, a “Letter of Credit” and collectively, the “to amend or renew Letters of Credit”Credit previously Issued by it, in accordance with Sections 2.06.02(c) and 2.06.02(d), and (B) to honor properly drawn drafts under the Letters of Credit Issued by it; and (ii) the Lenders severally agree to participate in an aggregate outstanding face amount (Letters of Credit Issued for the “account of the Borrower; PROVIDED that the LC Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit Outstandings”) not to exceed the lesser if as of the Revolving Line or the Borrowing Base minus, in each case, the aggregate amount date of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Issuance of such Letter of Credit Advances Outstandings shall not exceed $750,000. All Letters (the "ISSUANCE DATE") (1) the Dollar Equivalent of the sum of (i) all Letter of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to Obligations PLUS (ii) the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including payment of Bank’s standard fees based on the face principal amount of each all outstanding Loans exceeds the Total Revolving Credit Commitment or (2) if such Letter of Credit. On any drawn but unreimbursed Credit is a Financial Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior Dollar Equivalent of all Letter of Credit Obligations with respect to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Financial Letters of Credit on exceed the Financial Letter of Credit Sublimit or (3) if such Letter of Credit is a Performance Letter of Credit, the Dollar Equivalent of all Letter of Credit Obligations with respect to the Performance Letters of Credit exceed the Performance Letter of Credit Sublimit or (4) the participation of any Lender in all Letter of Credit Obligations (in the amount of the Dollar Equivalent thereof) and in the Swingline Advances plus the Revolving Credit Loans made by such Lender exceed such Lender's Revolving Credit Commitment. Letters of Credit may be Issued in Dollars or Offshore Currencies. Within the foregoing limits, and subject to the other terms acceptable and conditions hereof, the Borrower's ability to Bank. The obligation of Borrower to reimburse Bank for drawings made under obtain Letters of Credit shall be absolutefully revolving, unconditional and irrevocableand, and shall be performed strictly in accordance with the terms of this Agreementaccordingly, the ApplicationBorrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The LC Issuer shall not be under any obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from Issuing such Letters Letter of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, costcost or expense which was not applicable on the Closing Date and which the LC Issuer in good fxxxx xxxxx material to it and for which the LC Issuer is not otherwise compensated hereunder; or (ii) such Letter of Credit is not otherwise in form and substance reasonably acceptable to the LC Issuer, expense or liabilitythe Issuance of such Letter of Credit shall violate any applicable policies of the LC Issuer. (c) The LC Issuer shall not Issue any Letter of Credit if: (i) the LC Issuer has received written notice from any Lender, includingthe Administrative Agent or the Borrower, without limitation, reasonable attorneys’ fees, arising out on or prior to the Business Day prior to the requested date of or in connection with any Letters Issuance of such Letter of Credit, except for expenses caused by Bank’s gross negligence that one or willful misconductmore of the applicable conditions contained in Article IV is not then satisfied; (ii) the expiry date or any renewed or extended expiry date of such Letter of Credit is later than 25 days prior to the Revolving Commitment Maturity Date, unless all of the Lenders have approved such expiry date in writing; or (iii) such Letter of Credit is denominated in a currency other than Dollars or an Offshore Currency.

Letter of Credit Sublimit. Subject to the terms and conditions (a) As part of this Agreement, at any time prior to the Revolving Maturity DateLine, Bank agrees to shall issue letters or have issued the Landlord Letter of credit Credit for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the account issuance of Borrower the Landlord Letter of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of the Landlord Letter of Credit (each, a “including any drawn but unreimbursed portion of the Landlord Letter of Credit” ) may not exceed the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000.00) and collectively, the “Letters of Credit”(ii) in an aggregate outstanding face amount (the “Letter of Credit Outstandings”A) not to exceed the lesser of the Revolving Line or the Borrowing Base minusBase, in each caseminus (B) the sum of all outstanding principal amounts of any Advances, minus (C) the outstanding principal balance of all Term Loan Advances. (b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), the Landlord Letter of Credit is outstanding, then on such date Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred five percent (105.0%) of the aggregate Dollar Equivalent of the face amount of the outstanding Advances, Cash Management Outstandings and the Foreign Exchange Outstandings at any time, provided that the Landlord Letter of Credit Advances Outstandings shall not exceed $750,000plus all interest, fees and costs due or estimated by Bank to become due in connection therwith, to secure all of the Obligations relating to the Landlord Letter of Credit. All Letters The Landlord Letter of Credit shall be, be in form and substance, substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form standard Application and Letter of standard application and letter of credit agreement Credit Agreement (the “Letter of Credit Application”), which . Borrower hereby agrees to execute, including payment execute any further documentation in connection with the Landlord Letter of Credit as Bank may reasonably request. Borrower further agrees to be bound by Bank’s standard fees based on interpretations of the face amount of each Letter of Credit. On any drawn but unreimbursed Landlord Letter of Credit, and Borrower understands and agrees that Bank 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 unreimbursed amount shall be deemed an Advance under Section 2.1(a). Prior to the Revolving Maturity Date, Borrower shall secure in cash all obligations under any outstanding Letters Landlord Letter of Credit on terms acceptable to Bank. or any modifications, amendments, or supplements thereto. (c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters the Landlord Letter of Credit shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters Landlord Letter of Credit, under and the Letter of Credit Application.” “If, at any time, the sum of (a) the outstanding principal amount of any Advances, plus (b) the outstanding principal balance of all circumstances whatsoever. Term Loan Advances, exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall indemnifyimmediately pay to Bank in cash the amount of such excess (such excess, defendthe “Overadvance”).” and inserting in lieu thereof the following: “If, protectat any time, the sum of (a) the outstanding principal amount of any Advances, plus (b) the face amount of the Landlord Letter of Credit (including any drawn but unreimbursed portion of the Landlord Letter of Credit), plus (c) the outstanding principal balance of all Term Loan Advances, exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”).” 3 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.6(d) thereof: “The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and hold Bank harmless from (ii) the average for the period of the daily closing balance of the Revolving Line outstanding plus the outstanding principal balance of all Term Loan Advances, in each case tested as of the last day of the applicable calendar month;” and inserting in lieu thereof the following: “The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding, plus the amount of the Landlord Letter of Credit (including any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out drawn but unreimbursed portion of or in connection with any Letters the Landlord Letter of Credit), except for expenses caused by Bank’s gross negligence or willful misconduct.plus the outstanding principal balance of all Term Loan Advances, in each case tested as of the last day of the applicable calendar month;”