Common use of Letters of Credit Clause in Contracts

Letters of Credit. During the Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the fifth Business Day prior to the Revolving Loan Commitment PeriodTermination Date, subject that one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company for the general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Bank agrees to any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit for in accordance with the account provisions of the Borrower in the aggregate amount up to but this subsection 3.1; provided that Company shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $50,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 10.6) have at the time such Issuing Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) the date which is five Business Days before prior to the Maturity Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (vi) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrowers set forth herein and in the other Credit Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the U.S. Borrowers may request, in accordance with the provisions of this Section 1.13, that one or more Issuing Bank agrees to Banks issue Letters of Credit for the account of the Borrowers; provided that (i) no Borrower in the aggregate amount up to but not exceeding the shall request that any Bank issue any Letter of Credit Sublimit; provided and a Bank shall not issue any Letter of Credit, if after giving effect to such issuance the sum of (iA) each the Dollar Equivalent amount of Letter of Credit shall be denominated Usage on the date of such issuance, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, plus (B) the Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the making of all Revolving Loans and Swingline Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the Total Revolving Loan Commitment then in Dollars; effect, (ii) the stated amount of each no Borrower shall request that any Bank issue any Letter of Credit and a Bank shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) issue any Letter of Credit if after giving effect to such issuance, the sum of the amounts described in no event shall the Total Utilization of Commitments clause (i) above would exceed the Commitments then Borrowing Base as would be shown in effectthe Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (viii) in no event shall any standby Issuing Bank issue (A) any Letter of Credit have having an expiration date later than the earlier of thirty (130) five Business Days prior to the Revolving Maturity Date and (2) the date which is one year from the date of issuance Date, as applicable, after giving effect to any possible renewal of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit pursuant to the proviso to the following clause (xiii)(B), (B) have subject to the foregoing clause (iii)(A), any Letter of Credit having an expiration date later more than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the one year after its date of issuance of such commercial issuance; provided that, subject to the foregoing clause (iii)(A), this clause (B) shall not prevent any Issuing Bank from issuing a Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable containing a provision to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree effect that a standby such Letter of Credit will automatically be extended renewed annually for one or more successive periods a period not to exceed one year, so long as such renewable Letter of Credit provides that it shall not at any time be renewed for an additional year each, unless if (I) the Applicable Borrower notifies the Issuing Bank in writing at least one Business Day prior to the applicable renewal date that the Applicable Borrower elects not to extend for any such additional period; provided allow the Letter of Credit to expire without being renewed, or (II) the Issuing Bank shall not extend any or the Required Banks notify the Applicable Borrower in writing, prior to the date set forth in such Letter of Credit if it has received written notice as the date by which the beneficiary thereof is to be notified whether such Letter of Credit is to be renewed, that an Event such Letter of Default has occurred Credit shall not be so renewed, in which case such Letter of Credit shall not be so renewed, or (C) any Letter of Credit the initial stated amount of which is less than $10,000 or the Dollar Equivalent thereof and is continuing at (iv) the time the U.S. Borrowers shall not request that any Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the issue and no Issuing Bank shall not be required to issue any Letter of Credit unless if, after giving effect to such issuance and the issuance of all other requested Letters of Credit, the then outstanding Letter of Credit Usage in respect of the Dollar Equivalent of all Letters of Credit would exceed $20,000,000. The issuance of any Letter of Credit in accordance with the provisions of this Section 1.13 shall be given effect in the calculation of the aggregate principal amount of Revolving Loans outstanding and the Dollar Equivalent of Letter of Credit Usage (except as provided in the definition of Letter of Credit Usage) and shall require the satisfaction of each condition set forth in Section 4.04. Immediately upon the issuance of each Letter of Credit, each Bank with a Revolving Loan Commitment other than the Issuing Bank has entered into arrangements satisfactory or Banks shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation (such participation of each Bank in each Letter of Credit being hereinafter referred to it as its "Letter of Credit Participation") in the Dollar Equivalent of such Letter of Credit and each drawing thereunder in an amount equal to such Bank's pro rata share (determined on the basis of such Bank's Revolving Loan Commitment) of the maximum amount which is or at any time may become available to be drawn thereunder. Each Letter of Credit may provide that the Issuing Bank may (but shall not be required to) pay the beneficiary thereof upon the occurrence of an Event of Default and the Borrower to eliminate acceleration of the Issuing Bank’s risk with respect maturity of the Revolving Loans or, if payment is not then due to the participation beneficiary, provide for the deposit of funds in Letters of Credit of an account to secure payment to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Usageif conditions to such payment are satisfied or returned to the Issuing Bank for distribution to the Banks (or, if all Obligations shall have been paid in full, to the Applicable Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by an Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Bank under the related Letter of Credit.

Letters of Credit. During (a) Subject to the Commitment Periodsatisfaction of the conditions precedent set forth in Section 3.2 and Section 3.3, subject to and upon the terms and conditions hereofset forth herein, the LC Commitments may be utilized from time to time after the Term Conversion Date by the Borrower upon the irrevocable [***] Confidential Treatment Requested prior written request for the issuance of letters of credit pursuant to and in accordance with Section 2.4(b) (each a “Letter of Credit”). On each day during the period commencing with the issuance by an Issuing Bank agrees of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the LC Commitments shall be deemed to issue be utilized for all purposes hereof in an amount equal to the Stated Amount of such Letter of Credit. Letters of Credit may be issued solely for the purpose of satisfying the Debt Service Reserve Requirement as described in Section 2.21(c). Letters of Credit shall permit the amounts drawn thereunder to be reinstated by amendment of such Letter of Credit upon reimbursement of any such drawings. (b) Upon the irrevocable prior written request for issuance by the Borrower to the Administrative Agent and an Issuing Bank in the form of Exhibit A during the LC Loan Availability Period (“Request for LC”) no less than five (5) Business Days prior to the requested date of issuance, each Issuing Bank shall issue one or more Letter(s) of Credit in the form of Exhibit B on the requested date of issuance for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided (i) each Letter for a term of Credit shall be denominated in Dollars; the lesser of one year or five (ii5) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the LC Loan Maturity Date and (2Date; provided that the Letter(s) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an may, by their terms, automatically extend for additional periods past the stated expiration date later than therein unless the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable applicable Issuing Bank provides notice to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree beneficiary thereof that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event shall terminate upon the then effective expiration date, in which case the beneficiary shall be permitted upon receipt of Default has occurred and is continuing at such notice, to draw under the time applicable Letter of Credit prior to the Issuing Bank must elect to allow date such extensionLetter of Credit otherwise would have been automatically renewed, (ii) in the Stated Amount set forth in the request for issuance; provided further in the event a Funding Default existsthat for each Request for LC, the each Issuing Bank shall not be required to issue any Letter Letter(s) of Credit unless the Issuing Bank has entered into arrangements satisfactory with an aggregate Stated Amount equal to it and the Borrower to eliminate the such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the total Stated Amounts of all Letters of Credit issued pursuant to such Request for LC, and (iii) naming the beneficiary as the Collateral Agent; provided that the aggregate Stated Amounts of any outstanding Letters of Credit shall not exceed the unused LC Commitment as of the date of issuance. (c) The payment by an Issuing Bank of a drawing under any Letter of Credit Usage(“LC Disbursement”) shall constitute the making by such Issuing Bank of a loan to the Borrower in the amount of such payment. Each LC Disbursement shall be made pro rata among all outstanding Letters of Credit. Upon any drawing under any Letter of Credit, the Borrower shall pay and reimburse such Issuing Bank for the amount of such drawing at or prior to the date on which payment is to be made by such Issuing Bank in accordance with the terms of such Letter of Credit to the beneficiary thereunder. In the event that a drawing under any Letter of Credit is not repaid by the Borrower by 2:00 p.m. (New York City time), on the day of such drawing, upon receiving notice from such Issuing Bank the Administrative Agent shall promptly notify each Lender of the applicable Class of LC Commitments. Each such Lender shall, on the day after such notification, make a loan to the Borrower which shall be used to repay such Issuing Bank’s loan with respect to such drawing, in an amount equal to the amount of such Lender’s Pro Rata Share (calculated with respect to such Class of LC Commitments) in such drawing (each, an “LC Loan”), and shall pay to such Issuing Bank, on the day after such notification and in immediately available funds, the amount of such LC Loan plus one day of interest on such loan at the rate applicable hereunder. Each such Lender’s obligation to make such payments to such Issuing Bank shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limiting the effect of the foregoing, (A) the failure of any other Lender to make its payment under this clause (c), (B) the financial condition of the Borrower (or any other account party), (C) the existence of any Default or Event of Default, or (D) the termination of the applicable LC Commitments. Each such payment to such Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make any payment due to such Issuing Bank on the due date therefor, such Lender shall pay interest to such Issuing Bank on such amount from and including such due date to but excluding the date such payment is made (A) during the period from and including such due date to but excluding the date three (3) Business Days thereafter, at a rate per annum equal to the Base Rate, and (B) thereafter, at a rate per annum equal to the Default Rate. (d) Any LC Loans shall be repaid by the Borrower in accordance with Section 4.2 of the Depositary Agreement without premium or penalty. Any remaining amounts outstanding shall be due and payable on the LC Loan Maturity Date. (e) Except as provided by Sections 2.8(c) and Section 2.16, any LC Loan may, from time to time, be Eurodollar Loans or Base Rate Loans as determined by the Borrower who shall notify the Administrative Agent in the applicable Request for LC in accordance with Section 2.4(b). (f) The obligation of the Borrower to reimburse any LC Disbursement as provided in this Section 2.4 or repay any LC Loan resulting therefrom shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any Credit Document, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank or the Lenders (as the case may be) in good faith under a Letter of Credit against presentation of a draft or other document that does not fully comply with the terms of such Letter of Credit, (iv) any amendment or waiver of or any consent to departure from all or any terms of any of the Transaction Documents, (v) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), any Issuing Bank, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Transaction Document or by any unrelated transaction, (vi) any breach of contract or dispute among or between the Borrower, any Issuing Bank, the Administrative Agent, any Lender or any other Person, (vii) any non-application or misapplication by the beneficiary of the Letter of Credit of the proceeds of any LC Disbursement or any other act or omission of such beneficiary in connection with such Letter of Credit, (viii) any failure to preserve or protect any Collateral, any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Credit Documents, (ix) the failure of any Lender to make a Loan as contemplated by Section 2.4(c), or (x) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by the Issuing Banks or the Lenders (as the case may be) shall not have constituted gross negligence, bad faith or willful misconduct. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Person; provided that the foregoing shall not be construed to excuse the Issuing Banks or the Lenders under the LC Loan facility from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are determined by a court having jurisdiction to have been caused by (i) the failure by the Issuing Banks or the Lenders (as the case may be) to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or (ii) the refusal of the Issuing Banks or the Lenders (as the case may be) to issue a Letter of Credit in accordance with the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Issuing Banks or the Lenders (as the case may be), each such Person shall be deemed to have exercised care in each such determination and each refusal to issue a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Banks or the Lenders (as the case may be) may, in good faith and in their respective sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (g) If any Event of Default shall occur and be continuing, on the third (3rd) Business Day following the date on which the Borrower receives notice from the Administrative Agent in accordance with Section 7.2 demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in Dollars in cash equal to the total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(f) or Section 7.1(g), the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable in Dollars, without demand or other notice of any kind. Each such deposit shall be held by the Collateral Agent in accordance with the terms hereof as collateral for the payment and performance of the Obligations by the Borrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right to direct withdrawal, over such account. Other than any income earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent (acting at the direction of the Required Lenders) and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall remain uninvested. Income or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent at the direction of the Administrative Agent (acting at the direction of the Required Lenders) to reimburse the Issuing Banks or the Lenders (as the case may be) for LC Disbursements or LC Loans for which any such Person has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Obligations of the Borrower or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived to the satisfaction of the Required Lenders.

Letters of Credit. During Within 15 business days of the Commitment Period, subject to the terms and conditions date hereof, Buyer shall deliver to Seller one or more irrevocable letters of credit issued by financial institutions reasonably acceptable to Seller (the Issuing Bank agrees to issue "Letters of Credit Credit") providing for drawings in an aggregate principal amount equal to $__________ (the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided (i) each Letter "LC Amount"). The Letters of Credit shall be denominated in Dollars; returned to Buyer upon the Closing of the Transactions or upon termination of this Agreement for any reason other than the following: (i) Seller's termination of this Agreement pursuant to Section 6.2.4 or 6.2.5, or (ii) Seller's termination of this Agreement pursuant to Section 6.2.1 because the stated condition precedent set forth in Section 3.2.1 becomes incapable of satisfaction through no fault of Seller after Buyer has had a reasonable opportunity to cause such condition precedent to be satisfied. In addition, if Seller terminates this Agreement pursuant to Section 6.2.4 as a result of Buyer's breach of Section 4.1.4 for any reason, Buyer and Seller have mutually agreed that in addition to Seller's right to draw down the full amount of each Letter the Letters of Credit Credit, Buyer shall not be less than $5,000,000 or such lesser liable to Seller for an additional amount as is acceptable equal to the Issuing Bank; (iii) after giving effect LC Amount. If Buyer fails to such issuance, in no event shall deliver the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit within 15 business days of the Defaulting Lenderdate hereof, including by cash collateralizing such Defaulting Lender’s Pro Rata Share and Seller thereafter terminates this Agreement pursuant to Section 6.2.4 as a result thereof, Buyer shall be liable to Seller for the LC Amount. In the event that Seller terminates this Agreement for any of the Letter foregoing reasons, in view of the difficulty of determining the amount of damages which may result to Seller from such failure to consummate the Transactions, Buyer and Seller have mutually agreed that the proceeds of the Letters of Credit Usageand any other monies payable to Seller in accordance with the foregoing provisions shall be retained by Seller as liquidated damages, and not as a penalty, and this Agreement shall thereafter become null and void except for those provisions which by their terms survive termination of this Agreement. The parties have agreed that the proceeds of the Letters of Credit and such other monies payable to Seller in accordance with the foregoing provisions in such event shall be Seller's exclusive remedy.

Letters of Credit. During 3.1 ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS THEREIN. A. LETTERS OF CREDIT. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Company shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $25,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (a) the Revolving Loan Commitment Termination Date and (b) the date which is one year from the date of issuance of such Standby Letter of Credit; PROVIDED that the immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and PROVIDED FURTHER that such Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; (iv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five Business Days the date which is 30 days prior to the Maturity Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (v) any Letter of Credit unless denominated in a foreign currency which in the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit judgment of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageapplicable Issuing Lender is not readily and freely available.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in DollarsDollars or one or more Alternative Currencies; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 250,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretionExpiration Date. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event further, if any Lender is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, including or entered into by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Borrower with, the Issuing Bank relating to any Letter of Credit UsageCredit, the terms and conditions of this Agreement shall control.

Letters of Credit. During the Commitment Period(a) Letters of Credit -- General. Bank One agrees, subject to the terms and conditions hereofof this Agreement, the Issuing Bank agrees to issue Letters upon the application of Credit the Company and for the account of the Borrower in Company commercial and standby letters of credit for the purpose of supporting payment of all or any part of the Acquisition Seller Debt or for any other general business purpose of the Company other than Credit Enhancement (each a "Letter of Credit"), provided that: (1) The aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided Exposure shall not at any time exceed the lesser of (iA) each Twenty-Five Million Dollars ($25,000,000) or (B) the Maximum Availability at such time minus the aggregate principal balance of all Revolving Loans and Swing Line Loans outstanding at such time; (2) No Letter of Credit shall have an expiry date later than the earlier of (i) the fifth Business Day prior to the Scheduled Revolving Loans Maturity Date, and (ii) one year after its issuance; provided that any Letter of Credit with an expiry date one year after the date of issuance may provide for renewals thereof for additional one year periods if such renewals do not extend the expiry date beyond the date that is five Business Days prior to the Scheduled Revolving Loans Maturity Date. (3) The Company shall not request and Bank One shall have no obligation to issue any Letter of Credit: (i) at any time any Event of Default or Unmatured Event Default shall have occurred and be denominated in Dollarscontinuing; (ii) at any time after the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing BankRevolving Loans Maturity Date; (iii) if, after giving effect to such issuance, the aggregate Letter of Credit Exposure would exceed the lesser of (A) Twenty-Five Million Dollars ($25,000,000) or (B) the Maximum Availability at such time minus the then aggregate principal balance of all Revolving Loans and Swing Line Loans outstanding at such time; (iv) if the face amount of such Letter of Credit would exceed the then outstanding Remaining Availability; or (v) for any purpose other than those permitted hereunder; (4) Bank One in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required obligated to issue any Letter of Credit unless if the Issuing issuance of such Letter of Credit on the terms requested would be contrary to, or in violation of the policies of Bank has entered into arrangements One or any requirement of applicable law; (5) The form of the requested Letter of Credit shall be satisfactory to it Bank One in the reasonable exercise of Bank One's discretion; and (6) If requested by Bank One, Bank One shall have received from the Company an application and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of reimbursement agreement for the Letter of Credit Usagein form and substance satisfactory to Bank One in all respects (as the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, "Reimbursement Agreement"), duly executed by an Authorized Officer on behalf of the Company.

Letters of Credit. During the Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the (a) Each Letter of Credit Sublimit(other than an Existing Letter of Credit) shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than three Business Days' prior written notice thereof to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the relevant Issuing Bank; provided provided, however, that no such notice shall be required in connection with the automatic extension of an Evergreen Letter of Credit. Each such notice (a "REQUEST FOR ISSUANCE") shall specify (i) each Letter of Credit the date (which shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuancea Business Day, but in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of date that occurs ten (110) five Business Days prior to the Maturity Date and Revolving Credit Termination Date) of issuance of such Letter of Credit (2) or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which is shall be no later than the date that occurs one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than or, in the earlier case of (1) five Business Days before the Maturity Date and (2) the date which is 180 days any extension of a Letter of Credit, one year from the date of issuance effectiveness of such commercial extension), and in any event no later than the Letter of Credit Expiration Date (subject, in the case of any Evergreen Letter of Credit, to automatic annual renewal or extension)), (yii) be issued if the proposed stated amount of such commercial Letter of Credit is otherwise unacceptable (which shall be in Dollars and shall not be less than $100,000) and (iii) such other information as shall demonstrate compliance of such Letter of Credit with the requirements specified therefor in this Agreement and the relevant Issuing Bank Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one Business Day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank Agreement, such Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders. (b) Each Lender severally agrees with such Issuing Bank to participate in the Extension of Credit resulting from the issuance or, pursuant to Section 4.02(d), deemed issuance (or extension, modification or amendment) of such Letter of Credit, in the manner and the amount provided in Section 4.04(b), and the issuance (or, pursuant to Section 4.02(d), deemed issuance) of such Letter of Credit shall be deemed to be a confirmation by such Issuing Bank and each Lender of such participation in such amount. (c) Notwithstanding anything herein to the contrary, the aggregate LC Outstandings of all Letters of Credit outstanding at any one time shall not exceed the Letter of Credit Sublimit. (d) Subject to the requirements of subsection (a) above, upon at least four Business Days prior written notice to the Administrative Agent, the Borrower may request that an Existing Letter of Credit be deemed to be a Letter of Credit issued hereunder. Such request shall be accompanied by a copy of such Existing Letter of Credit and a consent of the bank or other financial institution that issued such Existing Letter of Credit to its deemed issuance hereunder. If the Administrative Agent determines that such Existing Letter of Credit meets the requirements specified therefor in this Agreement (including the requirements set forth in clauses (i) and (ii) of subsection (a) above and in subsection (c) above) and the relevant Issuing Bank Agreement, then (i) the Administrative Agent shall promptly provide a copy of such Existing Letter of Credit to the Lenders and (ii) subject to the satisfaction of the conditions precedent set forth in Section 6.02, and notwithstanding any reference in such Existing Letter of Credit to any credit facility pursuant to which such Existing Letter of Credit was issued, such Existing Letter of Credit shall be deemed to constitute a Letter of Credit and to have been issued hereunder on the date set forth in the Borrower's notice to the Administrative Agent (by the Issuing Bank that issued or was deemed to have issued such Existing Letter of Credit under such credit facility); provided, however, that nothing contained in its reasonable discretionthis Section 4.02 shall extend, modify or otherwise affect the existing expiry date under any such Existing Letter of Credit. Subject to Notwithstanding the foregoing, the Issuing Bank may parties hereto acknowledge and agree that a standby Letter the letters of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank credit set forth in Schedule 4.02(d) hereto shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in constitute Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagefor all purposes hereunder.

Letters of Credit. During (a) Upon the Commitment Period, terms and subject to the terms conditions of this Agreement, and conditions hereofin reliance upon the representations, warranties and covenants of the Borrower made herein, each Issuing Bank agrees to issue issue, under the joint responsibilities of the Banks having Commitments, to the extent permitted by law and subject to the Uniform Custom Practices of the International Chamber of Commerce governing Letters of Credit (Publication No. 500 or any successor thereto), one or more Letters of Credit on the application of and for the account of the Borrower in Borrower, during the period from the Closing Date to 30 days prior to the Revolving Credit Maturity Date; provided that the Stated Amount of Letters of Credit outstanding at any time, plus the aggregate amount up to but of all unreimbursed draws under such outstanding Letters of Credit, shall not exceeding at any time exceed the L/C Availability in effect at such time; and provided, further that at the time the Borrower requests the issuance of a Letter of Credit Sublimit; provided and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Borrower to the Issuing Bank, for the ratable accounts of the Administrative Agent and the Banks, and shall bear interest at the rate then applicable to Revolving Credit Loans that are Base Rate Loans, and, if not paid forthwith, shall, (i) if there is Availability, be added to the Loan Account as Revolving Credit Loans and shall be immediately due and payable upon the Revolving Credit Maturity Date (or, if earlier, upon acceleration of the Loans), and (ii) if there is insufficient Availability, be immediately due and payable, bearing interest until paid at the rate set forth in Section 2.15. (b) To minimize the risk of issuance of any Letter of Credit that would exceed the then-current L/C Availability, each Issuing Bank that is not the Administrative Agent shall, prior to becoming an Issuing Bank, agree with the Administrative Agent and the Borrower as to reporting and other procedures to be followed by such Issuing Bank prior to and following the issuance of each Letter of Credit, so as to minimize the risk of issuance of any Letter of Credit that might exceed the then-current L/C Availability and to permit the Administrative Agent to accurately bill the Borrower and account to the Banks for Letter of Credit fees xxxxble for the account of the Banks. Notwithstanding the foregoing, the Borrower acknowledges that it is the unconditional obligation of the Borrower to ensure that at no time shall any Letter of Credit be denominated in Dollars; drawn or outstanding that exceeds the then-current L/C Availability. (iic) Upon the stated amount issuance of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to by the Issuing Bank; (iii) after giving effect , each Bank shall be deemed to automatically have purchased a participation in such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed in accordance with its Commitment Percentage, and each Bank severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Bank's Commitment Percentage thereof, to reimburse the Issuing Bank on demand for the amount of each draft paid by such Issuing Bank under each Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter to the extent that such amount is not reimbursed by the Borrower pursuant hereto. In addition, all Letters of Credit shall, unless the Administrative Agent and the Banks otherwise agree in writing, have an a stated expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachand shall, unless in any event, expire not later than five (5) days prior to the Issuing Bank elects not to extend for any Revolving Credit Maturity Date. (d) To evidence such additional period; provided the Issuing Bank shall not extend any such Letter Letters of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default existsCredit, the Issuing Bank Borrower shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate enter into, with the Issuing Bank’s risk with respect to , the participation in Letters Administrative Agent and the Banks, such agreements and execute such customary instruments and documents as the Issuing Bank, the Administrative Agent and the Banks reasonably require, including, but not limited to, a letter of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagecredit application and agreement.

Letters of Credit. During In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iv) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(v), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $100,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice been notified by Administrative Agent that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; (iv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (v) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagethat does not provide for sight payment.

Letters of Credit. During the Commitment Period, subject (a) Subject to and upon the terms and conditions hereofherein set forth, the Issuing Bank agrees to issue Letters Borrower may request that the Letter of Credit Issuer at any time and from time to time on or after the Initial Borrowing Date and prior to the Final Maturity Date issue, for the account of the Borrower and in support of working capital obligations of the aggregate amount up Borrower and such other obligations of the Borrower that are acceptable to but not exceeding the Administrative Agent and, subject to and upon the terms and conditions herein set forth, the Letter of Credit Sublimit; provided Issuer agrees to issue from time to time, irrevocable standby letters of credit in such form as may be approved by the Letter of Credit Issuer (each such letter of credit, a "Letter of Credit" and, collectively, the "Letters of Credit"). All Letters of Credit shall be denominated in U.S. dollars. (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued if after giving effect thereto, the Letter of Credit Outstandings would exceed either (x) $10,000,000 or (y) when added to the aggregate outstanding principal amount of all Revolving Loans, the Total Revolving Commitment at such time and (ii) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount have an expiry date occurring not later than one year after such Letter of each Credit's date of issuance, provided that any such Letter of Credit shall not may be less than $5,000,000 or such lesser amount as is extendable for successive periods of up to 12 months on terms acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) Issuer and in no event shall any standby Letter of Credit have an expiration expiry date occurring later than the earlier of fifth Business Day preceding the Final Maturity Date. (1c) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to Notwithstanding the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Lender Default exists, the Issuing Bank Letter of Credit Issuer shall not be required to issue any Letter of Credit unless the Issuing Bank Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s Letter of Credit Issuer's risk with respect to the participation in Letters of Credit of the Defaulting LenderRF Lender or Lenders, including by cash collateralizing such Defaulting RF Lender’s Pro Rata Share 's or Lenders' Percentage of the Letter of Credit UsageOutstandings.

Letters of Credit. During In addition to Borrower requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the lesser of the Revolving Loan Commitments or the Borrowing Base then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $15,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Date Revolving Loan Commitment Termination Date, and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a) have an expiration date later than the earlier of (1above) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; and provided the further that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the a currency other than Dollars; or (v) any Letter of Credit Usagethat is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion.

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 10th day prior to the Revolving Loan Commitment PeriodTermination Date, subject that one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company for the general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Bank agrees to DB shall, and any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit for in accordance with the account provisions of the Borrower in the aggregate amount up to but this subsection 3.1; provided that Company shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $3,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further, that such Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 10.6) have at the time such Issuing Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting trade payables; or (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five the date which is 10 Business Days before prior to the Maturity Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit at the request of and for the account of the Borrower Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days thirty days prior to the Maturity Date Revolving Commitment Termination Date, and (2) the date which that is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit be issued if the issuance thereof would violate one or more provisions of any applicable law, rule, or regulation or one or more policies of Issuing Bank applicable to letters of credit; (xvii) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial each Letter of Credit or shall be in form and substance reasonably satisfactory to Issuing Bank and issued in accordance with Issuing Bank’s standard operating procedures; and (yviii) be issued if such commercial with respect to any Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoingbe issued by GSB, the Issuing Bank may agree that a standby such Letter of Credit will automatically shall be extended for one or more successive periods not subject to exceed one year eachthe immediately succeeding sentence; provided, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice from Company, Administrative Agent, or any Lender that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further provided, further, in the event any Lender is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit or extend the expiry date or increase the amount of any outstanding Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower Company to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageUsage in an amount not less than the Minimum Collateral Amount. With respect to any Letter of Credit to be issued by GSB, without the consent of GSB, such Letter of Credit shall (i) have a stated final expiration date, (ii) not permit the transfer or assignment thereof (or the right to draw thereunder) without the prior written consent of GSB, (iii) not permit cancellation thereof without the consent of the beneficiary thereof, (iv) not be subject to any rules or practices other than the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 or such later supplement to or revision thereof as is in effect at the time of issuance of such Letter of Credit (“ISP”), (v) not cause the aggregate number of outstanding Letters of Credit issued by GSB under this Agreement at any time to exceed ten (10), (vi) not have more than one (1) beneficiary, (vii) have been the subject of a written notice of the Company’s request for issuance thereof that the Company has given Xxxxxxx Xxxxx Bank USA not less than three (3) Business Day’s prior to such requested issuance, (viii) not permit reduction of the amount thereof other than on an annual, quarterly, or monthly basis, (ix) for purposes of a demand for payment thereunder, require physical presentation to GSB of an original or copy thereof, together with any amendments thereto, (x) have attached thereto as an exhibit a form of demand for payment thereunder, (xi) not permit more than three (3) demands for payment thereunder, and (xii) in connection with any demand for payment thereunder, not require disbursement of such payment to the beneficiary thereof within seventy-two hours after such demand for payment is made.

Letters of Credit. During Company may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the 30th day prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of Company for the Borrower general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions of this Agreement and in reliance upon the aggregate amount up to but representations and warranties of Company herein set forth, Issuing Lender shall issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding the request that Issuing Lender issue: (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $5,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days 30 days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial not prevent Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless Issuing Lender elects not to extend for any such additional period; and provided, further that Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 10.6) have at the time Issuing Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five Business Days before the Maturity date which is 30 days prior to the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (vi) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in a currency other than Dollars. All Existing Letters of Credit of shall be deemed to have been issued pursuant hereto, and from and after the Defaulting Lender, including Closing Date shall be subject to and governed by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageterms and conditions hereof.

Letters of Credit. During In order to assure the Commitment PeriodExecutive the prompt payment of amounts due him under Paragraph 1 of this Agreement, subject the Company agrees to secure and to keep in place until December 31, 2005 one or more irrevocable letter(s) of credit from Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxxx of America, or another bank reasonably acceptable to the terms Executive in the amount of US$138,000 which shall allow the Executive (or his legal representative) to draw down amounts that in the date of this Agreement is estimated as net amount (after withheld taxes and conditions hereofother mandatory payments to government entities) due him under Paragraph 1 of this Agreement upon certification by the Executive (or his legal representative) and AOLA that payment is due the Executive pursuant to this Agreement; provided, that in the Issuing Bank agrees to issue Letters of Credit for the account event of the Borrower in withdrawal covered by the aggregate amount up to but not exceeding the Letter letter(s) of Credit Sublimit; provided credit (i) each Letter the parties shall work jointly and in good faith to ensure timely payment of Credit shall be denominated in Dollars; the taxes and payments, and (ii) based on required withholdings and payments, the stated parties shall determine if the amount of each Letter of Credit shall not be the withdrawal received by the Executive is greater or less than $5,000,000 the actual net amount and, if necessary, the appropriate supplementary payment shall be promptly made. When the Company makes a payment of the amounts due the Executive according to Paragraph 1, the Executive shall promptly cooperate with the Company if the Company requests that the Executive help it to cause the cancellation or such lesser amount as is acceptable termination of the letter(s) of credit (including, if so requested by the Company, to provide the Issuing Bank; (iiiissuing bank a certification stating that the letter(s) after giving effect of credit is(are) no longer necessary and may be cancelled). Failure by the Company to such issuancemaintain the letter(s) of credit in force or to renew them at least 30 days before their expiry, shall be grounds for the Executive to receive the Retention Bonus 30 days before expiry of the letter(s) of credit. When, by omission or through incapacity, the Company fails to maintain or renew said letter(s) of credit, the Company shall notify the Executive of this fact within three working days. The Company undertakes to not prevent, hinder or delay the Executive from exercising the guarantee provisions stipulated in this Paragraph 5, and, in no event shall addition, undertakes to cooperate with the Total Utilization Executive to promptly provide the bank the aforementioned certification when a payment is due the Executive and to take the necessary steps so that the Executive may exercise and obtain the benefits of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuancesaid guarantee provisions, in no event shall the Letter absence of Credit Usage exceed any fraudulent or illegal conduct by the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk Executive with respect to said exercise. In the participation event that a dispute should arise over whether or not the Executive is owed a payment in Letters accordance with Paragraph 1 of Credit this Contract, as a result of which AOLA has refused to provide the aforementioned certification, upon resolution of said dispute pursuant to Paragraph 8 of this Contract, the Company shall pay all legal expenses of the Defaulting LenderExecutive if the Executive prevails, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of but each party shall pay its own expenses if the Letter of Credit UsageCompany prevails.

Letters of Credit. During Borrower may request, in accordance with the provisions of this Section 3.1, from time to time during the period from the Closing Date up to but excluding the 30th day prior to the Revolving Loan Commitment PeriodTermination Date, subject that Issuing Lender issue Letters of Credit payable on a sight basis for the account of Borrower (or for the account of any Group Member thereof so long as Borrower and such other Loan Party or Subsidiary thereof are co-applicants in respect of such Letter of Credit) for the general corporate purposes of any Loan Party or any Subsidiary thereof. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, the Issuing Bank agrees Lender may elect (in its sole discretion) to issue such Letters of Credit for the account of the Borrower Credit, in the aggregate amount up to but not exceeding the which case such Letter of Credit SublimitShall be issued in accordance with the provisions of this Section 3.1; provided that Borrower shall not request that Issuing Lender issue (and Issuing Lender shall not issue): (i) each any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $5,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1A) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2B) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of or such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the longer period as Issuing Bank Lender may agree in its reasonable sole discretion. Subject to ); provided that the foregoing, the immediately preceding clause (B) shall not prevent such Issuing Bank may agree Lender from agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; and provided the further that such Issuing Bank shall Lender may elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with Section 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless issued for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation purpose of supporting (A) trade payables or (B) any Indebtedness constituting “antecedent debt” (as that term is used in Letters of Credit Section 547 of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Bankruptcy Code); (v) any Letter of Credit Usagedenominated in a currency other than Dollars; (vi) any Letter of Credit if the amount available to be drawn thereunder is less than $50,000; or (vii) that, in the reasonable judgment of Administrative Agent or the Issuing Lender, is not readily and freely available or would violate any laws or internal policies applicable to Issuing Lender.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) days prior to the Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for the account of as the Borrower may request upon the delivery of a written request in the aggregate amount up form of Exhibit E hereto (a “Letter of Credit Request”) to but not exceeding the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Sublimit; provided (i) each Liabilities shall not exceed the Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; Commitment, (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Commitments exceed the Commitments then in effect; outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (iv) after giving effect to such issuance, in no event shall the Letter any requested Letters of Credit Usage Credit) exceed the Letter lesser of Credit Sublimit then the Total Commitment and the Borrowing Base Availability or cause a violation of the covenant set forth in effect; §9.1 or §9.11, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit; and provided further that prior to the IPO Conditions Satisfaction Date the issuance of any Letter of Credit shall be subject to the approval of the Required Lenders. Notwithstanding anything to the contrary in this Agreement, in the event that the IPO Conditions Satisfaction Date has not occurred on or before December 31, 2015 (or such later date if extended in accordance with this Agreement), the Issuing Lender shall, commencing with the first day after the last day by which the IPO Conditions Satisfaction Date is required to occur, if at all, as provided in the definition of IPO Conditions and continuing thereafter, have no further obligation to issue, extend, amend, increase or renew any Letters of Credit, and the Borrower shall have no further right to request the issuance, extension, amendment, increase or renewal of any Letters of Credit, unless the Super-Majority Lenders have approved such matter in their sole and absolute discretion. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an expiration Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date later than of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to the earlier of Agent and the Issuing Lender (1but in any event the term shall not extend beyond five (5) five Business Days prior to the Maturity Date Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan. (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement). The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit F attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control. (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion. (d) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a participation therein from the Issuing Lender in an amount equal to its respective Commitment Percentage of the amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be affected by any other Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit. (e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) per annum of the face amount of such Letter of Credit (which fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (2ii) for the date which is one year from accounts of the Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to LIBOR Rate Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing Lender. (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such standby drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Agent shall promptly notify each Lender by telecopy, email, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Lender to make funds available to the Agent in such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f). (g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. (h) Whenever at any time after the Issuing Lender has received from any Lender any such Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. (j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the Agent, the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viviii) in no event shall for any commercial Letter consequences arising from causes beyond the control of Credit (x) have an expiration date later than the earlier Agent or any Lender. None of (1) five Business Days before the Maturity Date and (2) foregoing will affect, impair or prevent the date which is 180 days from vesting of any of the date of issuance of such commercial Letter of Credit rights or (y) be issued if such commercial Letter of Credit is otherwise unacceptable powers granted to the Agent, the Issuing Bank Lender or the Lenders hereunder. In furtherance and extension and not in its reasonable discretion. Subject to limitation or derogation of any of the foregoing, any act taken or omitted to be taken by the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default existsAgent, the Issuing Bank shall Lender or the other Lenders in good faith will be binding on the Borrower and will not be required to issue any Letter of Credit unless put the Agent, the Issuing Bank has entered into arrangements satisfactory Lender or the other Lenders under any resulting liability to it and the Borrower; provided nothing contained herein shall relieve the Issuing Lender for liability to the Borrower to eliminate arising as a result of the gross negligence or willful misconduct of the Issuing Bank’s risk with respect to Lender as determined by a court of competent jurisdiction after the participation in Letters exhaustion of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageall applicable appeal periods.

Letters of Credit. During Each Letter of Credit must individually satisfy subsections a, b, c and d below and all of the Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for collectively must satisfy the account requirements of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided (i) subsections e and f. In addition, each Letter of Credit shall individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of Connecticut that must be denominated complied with in Dollars; (ii) order to ensure that the stated amount Reinsured is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements, given that the Reinsurer is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of each Connecticut. a. Each Letter of Credit shall not must: (I) be less an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than $5,000,000 one calendar year from the issuance date; (III) be issued or such lesser amount confirmed by a "Qualified Bank" (as defined in subsection b below that is acceptable to the Issuing BankReinsured); (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (yIV) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit on behalf of the Defaulting Lender, including by cash collateralizing Reinsurer as the "Applicant" and include such Defaulting Lender’s Pro Rata Share indication in a boxed area that states it is "For Internal Identification Purposes Only" (or similar words to that effect) and that does not affect the terms of the Letter of Credit Usageor the bank's obligations thereunder; (V) be issued to the Reinsurer as "Beneficiary" and expressly indicate in the body of the Letter of Credit that the definition of the "Beneficiary" under the Letter of Credit includes any successor by operation of law of the Reinsurer, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for the Reinsurer; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be "clean and unconditional" (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an "evergreen clause" (meaning that the letter of credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to the Reinsured as Beneficiary at the notice address stipulated in subsection c not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of Connecticut and the 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 500) and that, in the event of any conflict, the laws of the State of Connecticut will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 500 occurs. b. The term "Qualified Bank" as used herein shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose letters of credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of the Reinsured or the Reinsurer.

Letters of Credit. During In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iv) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(v), Company may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to (and including) the thirtieth (30th) day prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Company shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed $20,000,000 (any amount which is denominated in a currency other than Dollars being determined by reference to the applicable Exchange Rate for such currency as at any date of determination); (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice been notified by Administrative Agent that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; (iv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (v) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagethat does not provide for sight payment.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions of this ----------------- Agreement, the Revolving Credit Commitments may be utilized, upon the request of the Borrower, in addition to the Revolving Credit Loans provided for by Section 2.01(a) hereof, by the issuance by the Issuing Bank agrees to issue Lender of letters of credit (collectively, "Letters of Credit Credit") for the account of the Borrower or any of its ----------------- Subsidiaries (as specified by the Borrower), provided that in no event shall (i) -------- the aggregate amount up to but not exceeding the of all Letter of Credit Sublimit; provided (i) each Letter Liabilities, together with the aggregate principal amount of the Revolving Credit shall be denominated Loans, exceed the aggregate amount of the Revolving Credit Commitments as in Dollars; effect from time to time, (ii) the stated outstanding aggregate amount of each all Letter of Credit shall not be less than Liabilities exceed $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; 35,000,000 and (iii) after giving effect to such issuance, in no event shall the Total Utilization expiration date of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the any Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than extend beyond the earlier of (1) the date five Business Days prior to the Maturity Revolving Credit Commitment Termination Date and (2) the date which is one year from twelve months following the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then- current expiration date). The following additional provisions shall apply to Letters of Credit: (a) The Borrower shall give the Administrative Agent at least three Business Days' irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the earlier of (1Revolving Credit Commitment Termination Date) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial each Letter of Credit is otherwise unacceptable to be issued and the Issuing Bank account party or parties therefor and describing in its reasonable discretion. Subject to detail the foregoing, the Issuing Bank may agree that a standby Letter proposed terms of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event (including the beneficiary thereof) and the nature of Default has occurred and the transactions or obligations proposed to be supported thereby (including whether such Letter of Credit is continuing at to be a commercial letter of credit or a standby letter of credit). Upon receipt of any such notice, the time Administrative Agent shall advise the Issuing Bank must elect to allow such extension; provided further in Lender of the event a Funding Default exists, contents thereof. (b) On each day during the period commencing with the issuance by the Issuing Bank shall not be required to issue Lender of any Letter of Credit unless and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender shall be Credit Agreement ---------------- deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender's Revolving Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender (other than the Issuing Bank has entered into arrangements satisfactory to Lender) agrees that, upon the issuance of any Letter of Credit hereunder, it and the Borrower to eliminate shall automatically acquire a participation in the Issuing Bank’s risk with respect Lender's liability under such Letter of Credit in an amount equal to such Lender's Revolving Credit Commitment Percentage of such liability, and each Revolving Credit Lender (other than the Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the participation in Letters Issuing Lender to pay and discharge when due, its Revolving Credit Commitment Percentage of the Issuing Lender's liability under such Letter of Credit. (c) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share Issuing Lender shall promptly notify the Borrower (through the Administrative Agent) of the amount to be paid by the Issuing Lender as a result of such demand and the date on which payment is to be made by the Issuing Lender to such beneficiary in respect of such demand. Notwithstanding the identity of the account party of any Letter of Credit, the Borrower hereby unconditionally agrees to pay and reimburse the Administrative Agent for account of the Issuing Lender for the amount of each demand for payment under such Letter of Credit Usagethat is in substantial compliance with the provisions of such Letter of Credit at or prior to the date on which payment is to be made by the Issuing Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. (d) Forthwith upon its receipt of a notice referred to in paragraph (c) of this Section 2.03, the Borrower shall advise the Administrative Agent whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the Issuing Lender for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 4.05 hereof. (e) Each Revolving Credit Lender (other than the Issuing Lender) shall pay to the Administrative Agent for account of the Issuing Lender at its principal office in Dollars and in immediately available funds, the amount of such Lender's Revolving Credit Commitment Percentage of any payment under a Letter of Credit upon notice by the Issuing Lender (through the Administrative Agent) to such Revolving Credit Lender requesting such payment and specifying such amount. Each such Revolving Credit Lender's obligation to make such payment to the Administrative Agent for account of the Issuing Lender under this paragraph (e), and the Issuing Lender's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Revolving Credit Lender to make its payment under this paragraph (e), the financial condition of the Credit Agreement ----------------

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Company for the Borrower general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions of this Agreement and in reliance upon the aggregate amount up to representations and warranties of Company herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not request that: (i) any Lender issue or amend (and no Lender shall issue or amend) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuanceissuance or amendment, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Lender issue or amend (and no Lender shall issue or amend) any Letter of Credit if, after giving effect to such issuanceissuance or amendment, in no event shall the Letter of Credit Usage would exceed the $50,000,000; (iii) any Lender issue (and no Lender shall issue) any Letter of Credit Sublimit then in effect; having (v) in no event shall or amend any standby existing Letter of Credit have credit so that it would have) an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that (vix) in no event shall any commercial a Letter of Credit (x) may have an expiration date later than the earlier of (1) five Business Days before the Maturity Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued only if such commercial Letter of Credit is otherwise unacceptable Company agrees to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any Cash Collateralize such Letter of Credit if it has received at least five Business Days prior to the Revolving Loan Commitment Termination Date (or such later date as shall be determined by Administrative Agent in its sole discretion) and (y) Letters of Credit may be issued with (or amended to provide) a tenor of greater than one year only with the prior written notice that an Event consent of Default has occurred all of the Lenders; or (iv) any Lender issue (and is continuing at the time the no Lender shall issue) any Letter of Credit denominated in a currency other than Dollars. Notwithstanding anything contained in this Agreement, no Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank Lender shall not be required under any obligation to issue any Letter of Credit (x) if the Issuing Lender has received written notice that the conditions precedent set forth in subsection 4.3 have not been satisfied, or (y) at a time when any other Lender is a Defaulting Lender, unless the Issuing Bank Lender has entered into arrangements (which may include the delivery of Cash collateral) with Company or such Defaulting Lender which are satisfactory to it and the Borrower Issuing Lender to eliminate the Issuing BankLender’s risk Fronting Exposure (after giving effect to subsection 2.11C) with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing any such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries in the aggregate amount up to to, but not exceeding exceeding, the Letter of Credit Sublimit; provided , provided: (i) each Letter of Credit shall be denominated in Dollars; ; (ii) the stated amount of each Letter of Credit shall not be less than Fifty Thousand Dollars ($5,000,000 50,000) or such lesser amount as is acceptable to the Issuing Bank; ; (iii) after giving effect to such issuance, in no event shall shall: (A) the Total Utilization of Commitments Revolving Outstandings exceed the Commitments then in effectAggregate Revolving Commitments; (ivB) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment; and (C) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of of: (1A) five Business Days seven (7) days prior to the Maturity Date Revolving Commitment Termination Date; and (2B) the date which is one (1) year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, foregoing (other than clause (iv)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided provided, the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further provided, further, in the event that any Lender is at such time a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During Borrowers may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the 30th day prior to the terms and conditions hereofMaturity Date, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of the Borrower Borrowers (in the case of Closing Date Letters of Credit, for the purposes of supporting obligations of the type set forth on Schedule 3.1A(i) annexed hereto, and, in the case of all other Letters of Credit, for the purposes described in subsection 3.1B(ii)(b)). The original amount of each Lender's Letter of Credit Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount up to but not exceeding of the Letter of Credit SublimitCommitments is $118,000,000; provided (i) each provided, however, that the Letter of Credit Commitments of Lenders shall be denominated in Dollars; (ii) adjusted to give effect to any assignments of the stated amount of each Letter of Credit Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Notwithstanding anything herein to the contrary, Borrowers shall not be less than $5,000,000 or such lesser amount as is acceptable to the request that Issuing Bank; Lender issue (iiiand Issuing Lender shall not issue) any Letter of Credit: (a) if, after giving effect to such issuance, in no event shall the Total aggregate Credit Utilization of Commitments would exceed the aggregate Letter of Credit Commitments then in effect; ; (ivb) with respect to Closing Date Letters of Credit only, if the obligations to be supported by such Letter of Credit are not of a type identified on Schedule 3.1A(i) annexed hereto; (c) with respect to Closing Date Letters of Credit only, if, after giving effect to such issuance, in no event shall the Letter maximum aggregate amount which is or at any time thereafter may be available for drawing under Letters of Credit Usage issued to support an obligation of a type identified on Schedule 3.1A(i) annexed hereto would exceed the Letter of Credit Sublimit then in effect; correlative amount set forth for such obligation on such Schedule (vas such amount may be reduced from time to time pursuant to subsection 2.4A(v)); (d) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five the 5th Business Days Day prior to the Maturity Date and (2b) the date which is one year three years from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days not prevent Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods to a date not later than the 5th Business Day prior to exceed one year each, the Maturity Date unless the Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event extension (with it being agreed and understood that Issuing Lender shall provide Borrowers with prompt notice of any such extension of a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation having been denied); or (e) denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Bank agreements of the other Lenders set forth in Section 2.3(g), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the period from and including the Closing Date to the date that is five Business Days prior to the Revolving Termination Date in the aggregate amount up such form as may be approved from time to but not exceeding the time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (or the L/C Obligations in no event shall respect of Letters of Credit issued by such Issuing Lender exceed its maximum L/C Commitment as set forth in the definition thereof), (ii) the Total Utilization Revolving Extensions of Commitments Credit would exceed the Total Revolving Commitments then or (iii) any Lender is a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in effect; its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (iv) after giving effect to Section 2.20(a)(iii)) with respect to such issuance, in no event shall Defaulting Lender arising from either the Letter of Credit Usage exceed the then proposed to be issued or that Letter of Credit Sublimit then in effect; (v) in no event shall any standby and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit have an expiration date shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (1x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date and Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods as set forth in Section 2.3(d) (2) which shall in no event extend beyond the date which is one year referred to in clause (y) above); provided further that at any time the Revolving Commitments have been extended pursuant to Section 2.1(b), the L/C Obligations shall not exceed the Total Revolving Commitments scheduled to be in effect through the end of any extended Revolving Commitment Period. Letters of Credit issued under the Existing Credit Agreement and outstanding on the Closing Date shall continue to constitute Letters of Credit hereunder. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the date of issuance satisfaction of such standby Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit; and Credit requested thereby (vi) but in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not Lender be required to issue any Letter of Credit unless earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (d) If the Borrower so requests in any applicable Application, an Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has entered into arrangements been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Termination Date; provided, however, that an Issuing Lender shall not permit any such extension if such Issuing Lender (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof or (B) has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower, in each case, that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (e) The Borrower will pay a fee on all outstanding Letters of Credit (a “Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin then in effect with respect to LIBOR Rate Loans, shared among the Lenders in accordance with their respective Revolving Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which neither the Borrower nor such Defaulting Lender has provided Cash Collateral satisfactory to it the applicable Issuing Lender (in its sole discretion) shall be payable, to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant Section 2.20(a)(iii), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account; provided further that if the Borrower provides Cash Collateral in respect of the Fronting Exposure of such Defaulting Lender, such fee shall not be payable by the Borrower or, if paid, shall be returned to the Borrower. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee for each Letter of Credit requested by the Borrower in such amount and at such times as may be set forth in a separate letter agreement between the Borrower and such Issuing Lender. (f) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (g) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (the “Unreimbursed Amount”), and such amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft shall be deemed to be an ABR Loan for all purposes hereunder. With respect to any Unreimbursed Amount that is not fully refinanced by a borrowing of ABR Loans because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, each Lender shall pay to the Administrative Agent for the account of such Issuing Lender its Revolving Percentage of such Unreimbursed Amount which shall be deemed payment in respect of its participation obligation under this Section 2.3(g). Each L/C Participant’s obligations to make the Revolving Loans referred to in this Section 2.3(g) and to purchase participating interests pursuant to this Section 2.3(g) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 2.3(g) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.3(g) is not made available to the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (i) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Percentage of such payment in accordance with Section 2.3(g), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its Revolving Percentage thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (j) If any draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on the Business Day immediately following the day that the Borrower receives notice of such draft, either directly or through the incurrence of a Revolving Loan pursuant to Section 2.3(g). Each such payment shall be made to such Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in Section 2.9(b). (k) The Borrower’s obligations under this Section 2.3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 2.3(j) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower. (l) If any draft shall be presented for payment under any Letter of Credit, the applicable Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. (m) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.3, the provisions of this Section 2.3 shall apply. (n) Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the when a Letter of Credit Usageis issued, (i) the rules of the International Standby Practices shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower Borrowers in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in DollarsDollars or Euro, as applicable; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 250,000 or such lesser amount as is acceptable to the Issuing Bank; provided, in no event shall the aggregate minimum amount of Letters of Credit issued at any time be less than €50,000 or the Dollar Equivalent thereof; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing and the Requisite Lenders have directed the Issuing Lender to cease providing Letters of Credit at the time the Issuing Bank must elect to allow such extension; provided further provided, further, in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower Borrowers to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Bank agrees to issue Letters of Credit for the account of the any Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Commitments Revolving Outstandings exceed the Commitments then in effect; Aggregate Revolving Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the such Issuing Bank elects not to extend for any such additional period; provided the provided, no Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the such Issuing Bank must elect to allow such extension; provided further provided, further, in the event that any Lender is at such time a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and such Issuing Bank (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate the such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereof, the Issuing Bank Bank, on behalf of the Lenders having a Revolving Loan Commitment and the Lenders having an SSI Revolving Loan Commitment, and in reliance on the agreements of such Lenders set forth in Section 2.13(d) hereof, hereby agrees to issue one or more Letters of Credit for the account (1) in respect of the Borrower in the aggregate amount Lenders having Revolving Loan Commitments up to but not exceeding an aggregate face amount equal to the Available Letter of Credit SublimitCommitment and (2) in respect of Lenders having SSI Revolving Loan Commitments up to an aggregate face amount equal to the Available SSI Letter of Credit Commitment, in each case determined immediately prior to giving effect to the issuance thereof; provided provided, however, that the Issuing Bank shall not issue any Letter of Credit (i) each Letter of Credit shall be denominated unless the conditions precedent to the issuance thereof set forth in Dollars; Section 3.3 hereof have been satisfied, (ii) the stated amount of each Letter of Credit shall not if any Default then exists or would be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; caused thereby, (iii) if, after giving effect to such issuance, in no event shall the Total Utilization Available Revolving Loan Commitment (or, if applicable, the SSI Letter of Commitments exceed the Commitments then in effect; Credit Commitment) would be less than zero or (iv) after giving effect to such issuance, in no event shall within thirty (30) days preceding the Maturity Date. Each Letter of Credit Usage exceed the Letter shall (A) be payable at sight, (B) be denominated in United States dollars, (C) expire, (i) with respect to Standby Letters of Credit Sublimit then in effect; (v) in Credit, no event shall any standby Letter of Credit have an expiration date later than the earlier to occur of (1x) five the fifth Business Days prior to Day preceding the Maturity Date and (2y) the date which is one year from the 360 days after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such standby Letter renewal), and (ii) with respect to Commercial Letters of Credit; and (vi) in , no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier to occur of (1x) five Business Days before the thirtieth day preceding the Maturity Date and (2y) the date which is 180 days from the after its date of issuance Issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such commercial renewal). Each Letter of Credit or (y) shall be issued if such commercial Letter of Credit is otherwise unacceptable subject to the Issuing Bank in its reasonable discretionUniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. Subject 500 and, to the foregoingextent not inconsistent therewith, the Issuing Bank may agree that a standby Letter laws of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the State of New York. The Issuing Bank shall not extend at any such time be obligated to issue, or cause to be issued, any Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such issuance would conflict with, or cause the Issuing Bank must elect to allow such extension; provided further in exceed any limits imposed by, any Applicable Law. If a Letter of Credit provides that it is automatically renewable unless notice is given by the event a Funding Default existsIssuing Bank that it will not be renewed, the Issuing Bank shall not be required bound to issue any give a notice of non-renewal unless directed to do so by Lenders having in the aggregate more than fifty percent (50%) of the Revolving Loan Commitment (or, if applicable, the SSI Revolving Loan Commitment) at least sixty-five (65) days prior to the then scheduled expiration date of such Letter of Credit unless Credit. It is hereby agreed that the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit set forth on Schedule 2 attached to the Assumption Agreement [to contain a list of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter all outstanding Letters of Credit Usageon the Combination Date] are Letters of Credit issued hereunder for all purposes hereunder notwithstanding anything herein that may be construed to the contrary.

Letters of Credit. During In addition to Borrower requesting that Lenders make Loans pursuant to Section 2.1.1, Borrower may request, in accordance with the Commitment Periodprovisions of this Section 2.16.1, subject from time to time during the period from the Closing Date to but excluding the date that is ten (10) days prior to the terms and conditions hereofMaturity Date, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in Section 2.16.2.2) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this Section 2.16.1; provided that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization sum of: (a) the aggregate principal amount of Commitments the outstanding Loans plus (b) the Letter of Credit Usage would exceed the Commitments Available Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $5,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five the Business Days Day prior to the Maturity Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and PROVIDED, FURTHER that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with Section 8.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.or

Letters of Credit. During In addition to Borrower requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the that one or more Issuing Bank agrees to Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) after giving effect to such issuance, in no event shall the any Standby Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and PROVIDED that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and PROVIDED, FURTHER that such Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice been notified by Administrative Agent that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further ; (iii) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in the event a Funding Default exists, the Issuing Bank shall not be required to issue its reasonable discretion; (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the that does not provide for sight payment; or (v) any Letter of Credit Usagethat is denominated in a currency other than Dollars.

Letters of Credit. During In addition to Company requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of Company or any of its Subsidiaries (provided that Company shall be deemed to be the Borrower account party hereunder and shall be fully liable under this Section 3 with respect to all Letters of Credit issued for the account of its Subsidiaries) for the purposes specified in the aggregate amount up definitions of Standby Letters of Credit and Trade Letters of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, Issuing Lender shall, subject to subsection 3.1B(ii), issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding the request that Issuing Lender issue (and Issuing Lender shall not issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $5,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which that is one year from the date of issuance of such standby Standby Letter of Credit; provided that the immediately preceding clause (b) shall not prevent Company from requesting and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the period (such Issuing Bank Lender hereby agreeing that it shall only elect not to extend any such Standby Letter of Credit if if, but only if, it has received written notice knowledge that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extensioncontinuing); provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereofhereof and in reliance on the Lenders’ obligations under this Section 2.12, the each Issuing Bank agrees to issue Letters issue, from time to time on and after the Closing Date prior to the Revolving Commitment Termination Date, at the request of Credit the Borrower, one or more standby letters of credit in form and substance reasonably acceptable to such Issuing Bank (each, a “Letter of Credit”) for the account of the Borrower or any Subsidiary in a face amount in each case of at least $1,000,000 (or, in either case, such lesser amount as the aggregate amount up applicable Issuing Bank may agree to but in its sole discretion); provided that an Issuing Bank shall not exceeding the be required to issue, increase or extend a Letter of Credit Sublimit; provided pursuant to this Section 2.12 if (i) each Letter immediately after giving effect to the issuance, increase or extension thereof, the aggregate L/C Exposures of Credit shall be denominated in Dollars; all Lenders would thereby exceed the L/C Limit, (ii) the stated amount issuance, increase or extension of each such Letter of Credit shall not be less than $5,000,000 would violate any legal or regulatory restriction then applicable to such Issuing Bank or any Revolving Lender or would violate one or more policies of such Issuing Bank generally applicable to all applicants with respect to the type of Letters of Credit requested, in each case as notified by such Issuing Bank or such lesser amount as is acceptable Revolving Lender to the Issuing Bank; Administrative Agent before the date of issuance, increase or extension of such Letter of Credit or (iii) immediately after giving effect to the issuance, increase or extension thereof, the L/C Exposure of such Issuing Bank would exceed such Issuing Bank’s L/C Sublimit (unless otherwise agreed in writing to by such Issuing Bank in its sole discretion); and provided, further that, if there exists a Defaulting Lender, no Issuing Bank shall be required to issue, increase or extend a Letter of Credit unless the Borrower shall have complied with Section 2.12(g) with respect to any Fronting Exposure that exists at the time of such issuance, increase or extension, as applicable, or would exist immediately after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuanceincrease or extension, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretionas applicable. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageand any increases and extensions thereof hereunder shall be issued in face amounts denominated in Dollars.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit SublimitBorrower; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 250,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Revolving Commitment Termination Date and (2) the date which is 180 days one year from the date of issuance of such commercial Letter of Credit or Credit; and (yvii) Issuing Bank shall be issued if such commercial under no obligation to issue any Letter of Credit is otherwise unacceptable to if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank in its reasonable discretionapplicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period, and so notifies the beneficiary thereof 30 days in advance that such standby Letter of Credit will not be so extended; provided the that Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event provided, further, that if any Lender is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During the Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 100,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five (5) Business Days prior to the Maturity Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided that the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further further, that in the event there is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue issue, renew or extend any Letter of Credit unless to the extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During In addition to Borrower requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(iii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the lesser of the Revolving Loan Commitments or the Borrowing Base then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $25,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and PROVIDED that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a) have an expiration date later than the earlier of (1above) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and PROVIDED, FURTHER that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory denominated in a currency other than Dollars; (v) any Letter of Credit with a face amount of less than $10,000, or any Letter of Credit with a face amount of less than $100,000 if after giving effect to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such issuance there shall be more than 15 Letters of Credit outstanding with face amounts of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the less than $100,000; or (vi) any Letter of Credit Usagethat is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereof, including, without limitation, the conditions precedent in Section 4.2, the limitations set forth in the definition of the term “Issuing Bank,” and any applicable requirements of Section 2.14, each Issuing Bank agrees agrees, severally and not jointly, to issue issue, from time to time prior to the Commitment Termination Date, at the request of the Borrower and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more letters of credit (each a “Letter of Credit”) for the Borrower’s account in a face amount in each case of at least $500,000 or, if denominated in any Alternative Currency, the Dollar Equivalent of at least $500,000, and in an aggregate undrawn face amount for all Letters of Credit for at any time outstanding not to exceed the account of the Borrower in the aggregate amount up to but not exceeding the Letter applicable Letters of Credit SublimitMaximum Amount; provided provided, that no Issuing Bank (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the denominated in a currency not set forth in such Issuing Bank’s risk Issuing Bank Agreement, and (ii) shall issue a Letter of Credit pursuant to this Section 2.12 if, after the issuance thereof, (x) the outstanding Loans and L/C Obligations would thereby exceed the Revolving Credit Commitment Amount (determined in accordance with Section 10.19) then in effect, (y) the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Letters of Credit Maximum Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (z) the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to such Issuing Bank or any Lender as notified by such Issuing Bank or such Lender to the Administrative Agent before the date of issuance of such Letter of Credit. Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts of either U.S. Dollars or any Alternative Currency; provided, that the Dollar Equivalent amount of the principal amount of outstanding Loans and Letters of Credit in any Alternative Currencies determined, with respect to each such Loan or Letter of Credit, in accordance with Section 10.19 on the participation in Letters of Credit of date such Loan is funded, continued or converted, or the Defaulting Lender, including by cash collateralizing date such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageis issued, increased and extended, as applicable, shall not exceed in the aggregate the Alternative Currency Sublimit. If the Administrative Agent notifies the Issuing Banks that any conditions precedent set forth in Section 4.2 have not been satisfied and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or extend any Letter of Credit without the consent of the Administrative Agent until such notice is withdrawn by the Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Member of the Consolidated Group; provided, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement, the Issuing Bank Lender, on behalf of the Revolving Loan Lenders, agrees to issue Letters of Credit for the account of the Borrower in during the aggregate amount period from and including the Effective Date to, but excluding, the date 30 days prior to the Revolving Loan Termination Date one or more letters of credit (each a “Letter of Credit”) up to but a maximum aggregate Stated Amount at any one time outstanding not exceeding to exceed the L/C Commitment Amount. The existing letters of credit listed on Schedule 2.4(a) issued by KeyBank in its capacity as “Agent” under the Existing Credit Agreement (the “Prior Agent”) shall be deemed to be Letters of Credit issued hereunder and the Prior Agent and the Revolving Loan Lenders shall have the same rights and obligations with respect to such Letters of Credit as the Issuing Lender and Revolving Loan Lenders would have if such Letters of Credit had been issued after the date hereof. Notwithstanding anything to the contrary contained in this Section 2.4., the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as at a time when any other Revolving Loan Lender is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachDefaulting Lender, unless the Issuing Bank elects Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Loan Lenders that are not Non-Defaulting Lenders consistent with Section 3.11.(c) and such Defaulting Lender shall have no participation therein, except to extend for any such additional period; provided the extent the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in it and the Borrower good faith determination to eliminate the Issuing BankLender’s risk Fronting Exposure with respect to the participation in Letters of Credit of the any such Defaulting Lender, including by the delivery of cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagecollateral.

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 10th Business Day prior to the Revolving Loan Commitment PeriodTermination Date, subject that one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company for the general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Bank agrees to any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit for in accordance with the account provisions of the Borrower in the aggregate amount up to but this subsection 3.1; provided that Company shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $5,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five 10 Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further, that such Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 10.6) have at the time such Issuing Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting trade payables; (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five the date which is 10 Business Days before prior to the Maturity Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (vi) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During Borrower may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the date that is 15 days prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, that the Issuing Bank agrees to issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, the Issuing Bank shall (in the case of Letters of Credit (and notices and applications therefor) which meet the requirements of this Agreement) issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not exceeding request that the Issuing Bank issue (and the Issuing Bank shall not issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $100,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to not prevent the Issuing Bank in its reasonable discretion. Subject (but subject to the foregoing, the Issuing Bank may agree clause (a)) from agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank elects not to extend for any such additional period; provided and provided, further, that the Issuing Bank shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the Issuing Bank must elect whether or not to allow such extension; (iv) any Letter of Credit for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (v) any Letter of Credit denominated in a currency other than Dollars; provided further and (vi) any Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank in its reasonable discretion. Notwithstanding anything to the event a Funding Default existscontrary herein and without limiting the other conditions set forth herein, the no Issuing Bank shall not be required under any obligation to issue any Letter of Credit at a time when there is a Defaulting Lender unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk obligations of such Defaulting Lender with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageshall have been reallocated to non-Defaulting Lenders pursuant to subsection 2.9D and/or cash collateralized by the Defaulting Lender or Borrower in accordance with subsection 2.9E on or prior to the date of issuance of such Letter of Credit.

Letters of Credit. During In addition to Company requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not request that any Revolving -------- Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed $10,000,000; (iii) any Standby Letter of Credit if, after giving effect to such issuance, the Letter of Credit Sublimit then Usage in effect; respect of all other Standby Letters of Credit would exceed $5,000,000; (viv) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days -------- Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to -------- ------- extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion; provided further or (vi) any Letter of Credit denominated in the event a Funding Default exists, the currency other than Dollars. An Issuing Bank shall not be required Lender is under no obligation to issue any Letter of Credit unless if at the time of request for such issuance: (a) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank has entered into arrangements satisfactory Lender from issuing such Letter of Credit, or any requirement of law applicable to it and the Borrower to eliminate the Issuing Bank’s risk Lender or any directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Issuing Lender with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageany restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (b) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the Issuing Lender, or the issuance of a Letter of Credit may violate any policies of the Issuing Lender applicable to customers similar to Company and credits of a type similar to the transactions contemplated by this Agreement; or (c) the requested Letter of Credit provides for payment thereunder sooner than the Business Day following the presentation to the Issuing Lender of the documentation required thereunder.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Bank agreements of the other Lenders set forth in Section 2.3(g), agrees to issue letters of credit (“Letters of Credit Credit”) for the account of the Borrower on any Business Day during the period from and including the Closing Date to the date that is five Business Days prior to the Revolving Termination Date in the aggregate amount up such form as may be approved from time to but not exceeding the time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (or the L/C Obligations in no event shall respect of Letters of Credit issued by such Issuing Lender exceed its maximum L/C Commitment as set forth in the definition thereof), (ii) the Total Utilization Revolving Extensions of Commitments Credit would exceed the Total Revolving Commitments then or (iii) any Lender is a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in effect; its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (iv) after giving effect to Section 2.20(a)(iii)) with respect to such issuance, in no event shall Defaulting Lender arising from either the Letter of Credit Usage exceed the then proposed to be issued or that Letter of Credit Sublimit then in effect; (v) in no event shall any standby and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit have an expiration date shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (1x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date and Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods as set forth in Section 2.3(d) (2) which shall in no event extend beyond the date which is one year referred to in clause (y) above); provided further that at any time the Revolving Commitments have been extended pursuant to Section 2.1(b), the L/C Obligations shall not exceed the Total Revolving Commitments scheduled to be in effect through the end of any extended Revolving Commitment Period. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the date of issuance satisfaction of such standby Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit; and Credit requested thereby (vi) but in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not Lender be required to issue any Letter of Credit unless earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (d) If the Borrower so requests in any applicable Application, an Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has entered into arrangements been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Termination Date; provided, however, that an Issuing Lender shall not permit any such extension if such Issuing Lender (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof or (B) has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower, in each case, that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (e) The Borrower will pay a fee on all outstanding Letters of Credit (a “Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin then in effect with respect to LIBOR Rate Loans, shared among the Lenders in accordance with their respective Revolving Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which neither the Borrower nor such Defaulting Lender has provided Cash Collateral satisfactory to it the applicable Issuing Lender (in its sole discretion) shall be payable, to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant Section 2.20(a)(iii), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account; provided further that if the Borrower provides Cash Collateral in respect of the Fronting Exposure of such Defaulting Lender, such fee shall not be payable by the Borrower or, if paid, shall be returned to the Borrower. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee for each Letter of Credit requested by the Borrower in such amount and at such times as may be set forth in a separate letter agreement between the Borrower and such Issuing Lender. (f) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (g) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (the “Unreimbursed Amount”), and such amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft shall be deemed to be a Base Rate Loan for all purposes hereunder. With respect to any Unreimbursed Amount that is not fully refinanced by a borrowing of Base Rate Loans because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, each Lender shall pay to the Administrative Agent for the account of such Issuing Lender its Revolving Percentage of such Unreimbursed Amount which shall be deemed payment in respect of its participation obligation under this Section 2.3(g). Each L/C Participant’s obligations to make the Revolving Loans referred to in this Section 2.3(g) and to purchase participating interests pursuant to this Section 2.3(g) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 2.3(g) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.3(g) is not made available to the applicable Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (i) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Percentage of such payment in accordance with Section 2.3(g), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its Revolving Percentage thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (j) If any draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on the Business Day immediately following the day that the Borrower receives notice of such draft, either directly or through the incurrence of a Revolving Loan pursuant to Section 2.3(g). Each such payment shall be made to such Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in Section 2.9(b). (k) The Borrower’s obligations under this Section 2.3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 2.3(j) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower. (l) If any draft shall be presented for payment under any Letter of Credit, the applicable Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. (m) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.3, the provisions of this Section 2.3 shall apply. (n) Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the when a Letter of Credit Usageis issued, (i) the rules of the International Standby Practices shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

Letters of Credit. During In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodConversion Date, subject to the terms and conditions hereof, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, Issuing Lender shall issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding the request that Issuing Lender issue and Issuing Lender shall not issue: (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $10,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Conversion Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days not prevent Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written a notice from Administrative Agent or Company or any Lender that an Event of Default has occurred and is continuing (and such Event of Default has not been waived in accordance with subsection 10.6) at the time the Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During In addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(iii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $15,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a) have an expiration date later than the earlier of (1above) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation purposes of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Letters of Credit Section 547 of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Bankruptcy Code); (v) any Letter of Credit Usagedenominated in a currency other than Dollars; or (vi) any Letter of Credit that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion.

Letters of Credit. During 3.1 ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS THEREIN. A. LETTERS OF CREDIT. In addition to Domestic Borrowers requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Borrowers' Agent may request, on behalf of and for the Commitment Periodaccount of Domestic Borrowers, subject on a joint and several basis, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 30th day prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, that the Issuing Bank agrees to Lender issue Letters of Credit payable on a sight basis for the account of Domestic Borrowers for the Borrower purposes specified in the aggregate amount up to but definitions of Commercial Letters of Credit and Standby Letters of Credit. Borrowers' Agent shall not exceeding the request that Issuing Lender issue (and no Issuing Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $20,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial not prevent Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless Issuing Lender elects not to extend for any such additional period; and provided, further that Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 11.8) have at the time Issuing Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the Bankruptcy Code); (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five Business Days before the Maturity date which is 30 days prior to the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue and (vi) any Letter of Credit unless the denominated in a currency (other than Dollars) that is not acceptable to Administrative Agent or Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation Lender in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagetheir respective sole discretion.

Letters of Credit. During On the Commitment Period, terms and subject to the terms and conditions hereofset forth herein, the Issuing Bank agrees agrees, upon the written request of the Company (a "Letter of Credit Request"), to issue from time to time from the date hereof to and including the 30th day immediately preceding the Revolving Maturity Date, its standby and commercial Letters of Credit (a "Letter of Credit" and, collectively, the "Letters of Credit") for the account of the Borrower Company in an amount which, when added to: (1) the aggregate amount up to but not exceeding the Letter of all other Outstanding Letters of Credit Sublimit; provided at the proposed issuance date will not exceed the L/C Credit Sub-Limit, and (i2) each the aggregate amount of Revolving Loans outstanding hereunder plus the aggregate amount of all other Outstanding Letters of Credit at the proposed issuance date will not exceed the lesser of the Revolving Credit Limit or the Borrowing Base. Each Letter of Credit shall be denominated in Dollars; requested by the Company at least three Business Days prior to the proposed issuance date by delivery to the Administrative Agent (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable with a copy to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the a duly executed Letter of Credit Usage exceed Request, accompanied by all other documents, instruments and agreements as the Issuing Bank may require (the "L/C Documents"). No Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit may have an expiration date later than the earlier of five (15) five Business Days prior to the Revolving Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Date. Each drawing under a Letter of Credit (xa "L/C Drawing") have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) shall be issued if such commercial Letter of Credit is otherwise unacceptable reimbursed to the Issuing Bank in full on the date thereof by the Company, without demand or notice of any kind. In accordance with its reasonable discretion. Subject to the foregoingusual practices and procedures, the Issuing Bank may agree that will notify the Company promptly after a standby drawing under a Letter of Credit of the date and amount thereof, but no failure to so notify the Company will automatically be extended for one or more successive periods not affect the obligations of the Company under this Agreement, including, without limitation, the obligation of the Company to exceed one year each, unless reimburse the Issuing Bank elects not for each drawing in accordance with the preceding sentence. The Company's obligation to extend for pay L/C Drawings shall be absolute, irrevocable and unconditional under any such additional period; provided and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had against the Issuing Bank shall not extend Bank, the Agent or any Lender (except such as may arise out of the Issuing Bank's gross negligence or willful misconduct hereunder) or any other Person, including, without limitation, any setoff, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit if it has received written notice that an Event Credit; (3) The existence of Default has occurred and is continuing any claim, setoff, defense or other right which the Company or any other Person may have at the any time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue against any beneficiary or any transferee of any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender(or any Person for whom any such beneficiary or any such transferee may be acting); or (4) Any allegation that any demand, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the statement or any other document presented under any Letter of Credit Usageis forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever or any variations in punctuation, capitalization, spelling or format of the drafts or any statements presented in connection with any L/C Drawing.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereof, the Issuing Bank Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 2.13(d), hereby agrees to issue one or more Letters of Credit for in a face amount not to exceed the account of the Borrower in the aggregate amount up to but not exceeding the Available Letter of Credit SublimitCommitment determined immediately prior to giving effect to the issuance thereof; provided (i) each provided, however, that the Issuing Bank shall not issue any Letter of Credit unless the conditions precedent to the issuance thereof set forth in Section 3.4 have been satisfied, and shall be denominated in Dollars; (ii) the stated amount of each have no obligation to issue any Letter of Credit shall not if any Default then exists or would be less than $5,000,000 caused thereby or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed Available Revolving Loan Commitment or the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Available Letter of Credit Usage exceed Commitment would be less than zero; and provided further, however, that at no time shall the total Letter of Credit Sublimit then in effect; (v) in no event shall any standby Obligations outstanding hereunder exceed $50,000,000. Each Letter of Credit have an expiration date shall (i) be denominated in Dollars, and (ii) expire no later than the earlier to occur of (A) the fifth (5th) Business Day prior to the Revolving Loan Maturity Date or (B) one (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such standby Letter of Credit; and (vi) in no event shall any commercial renewal). Each Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) shall be issued if such commercial Letter of Credit is otherwise unacceptable subject to the Issuing Bank in its reasonable discretionUniform Customs and Practice for Documentary Credits (1993 Revision), or the International Chamber of Commerce Publication No. Subject 500, as applicable, and, to the foregoingextent not inconsistent therewith, the Issuing Bank may agree that a standby Letter laws of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the State of New York. The Issuing Bank shall not extend at any such time be obligated to issue, or cause to be issued, any Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such issuance would conflict with, or cause the Issuing Bank must elect to allow such extension; provided further in exceed any limits imposed by, any Applicable Law. If a Letter of Credit provides that it is automatically renewable unless notice is given by the event a Funding Default existsIssuing Bank that it will not be renewed, the Issuing Bank shall not be required bound to give a notice of non-renewal unless directed to do so by the Required Lenders at least sixty-five (65) days prior to the then scheduled expiration date of such Letter of Credit. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Agreement Date. (b) The Borrower may from time to time request the issuance of, and be provided with by the Issuing Bank, Letters of Credit. The Borrower shall execute and deliver to the Administrative Agent and the Issuing Bank a Request for Issuance of Letter of Credit for each Letter of Credit to be issued by the Issuing Bank, not later than 12:00 noon (Charlotte, North Carolina time) on the fifth (5th) Business Day preceding the date on which the requested Letter of Credit is to be issued, or such shorter notice as may be acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any such Request for Issuance of Letter of Credit, subject to satisfaction of all conditions precedent thereto as set forth in Section 3.5, the Issuing Bank shall process such Request for Issuance of Letter of Credit and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent following the issuance thereof. The Borrower shall pay or reimburse the Issuing Bank for normal and customary costs and expenses incurred by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering the Letters of Credit. (c) At such time as the Administrative Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit unless has drawn on the same, the Administrative Agent shall promptly notify the Borrower and each Lender with a Revolving Loan Commitment, by telephone or telecopy, of the amount of the draw and, in the case of each Lender with a Revolving Loan Commitment, such Lender’s portion of such draw amount as calculated in accordance with its Revolving Loan Commitment Ratio. (d) The Borrower hereby agrees to immediately reimburse the Issuing Bank has entered into arrangements satisfactory for amounts paid by the Issuing Bank in respect of draws under a Letter of Credit issued at the Borrower’s request. In order to it and facilitate such repayment, the Borrower to eliminate hereby irrevocably requests the Issuing Bank’s risk Lenders having a Revolving Loan Commitment, and such Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 with respect to the participation amounts of, the timing of requests for, and the repayment of Advances hereunder and in Section 3.5 with respect to conditions precedent to Advances hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in Sections 8.1(g) or (h), to make an Advance (which Advance may be a LIBOR Advance if the Borrower so requests in a timely manner or may be Converted to a LIBOR Advance as provided in this Agreement) to the Borrower on each day on which a draw is made under any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Advance directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. Each Lender having a Revolving Loan Commitment shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Article 2 and its Revolving Loan Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in Sections 8.1 (g) or (h)) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the Defaulting events described in Sections 8.1 (g) or (h) shall have occurred and be continuing, then each Lender having a Revolving Loan Commitment shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Administrative Agent or such Lender, including by cash collateralizing be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such Defaulting Lender’s Pro Rata Share Revolving Loan Commitment Ratio of such Letters of Credit, and each Lender having a Revolving Loan Commitment shall, notwithstanding such Default or Event of Default, upon a drawing under any Letter of Credit, immediately pay to the Administrative Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Lender’s participation in such drawn amount (and the Issuing Bank shall deliver to such Lender a loan participation certificate dated the date of the occurrence of such event and in the amount of such Lender’s Revolving Loan Commitment Ratio). The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this Section 2.13(d) shall be subject to the terms and conditions of Article 2. The obligation of each Lender having a Revolving Loan Commitment to make payments to the Administrative Agent, for the account of the Issuing Bank, in accordance with this Section 2.13 shall be absolute and unconditional and no such Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit Usageor for any other reason. The Administrative Agent shall promptly remit to the Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders having a Revolving Loan Commitment to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, at the Federal Funds Rate. (e) The Borrower agrees that any action taken or omitted to be taken by the Issuing Bank in connection with any Letter of Credit, except for such actions or omissions as shall constitute gross negligence or willful misconduct on the part of the Issuing Bank, shall be binding on the Borrower as between the Borrower and the Issuing Bank, and shall not result in any liability of the Issuing Bank to the Borrower. The obligation of the Borrower to reimburse the Lenders for Advances made to reimburse the Issuing Bank for draws under the Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or consent to any departure from any or all of the Loan Documents; (iii) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iv) the existence of any claim, set-off, defense or any right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting) or any Lender (other than the defense of payment to such Lender in accordance with the terms of this Agreement) or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by any Letter of Credit, this Agreement or any other Loan Document, or any unrelated transaction; (v) any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) the insolvency of any Person issuing any documents in connection with any Letter of Credit; (vii) any breach of any agreement between the Borrower and any beneficiary or transferee of any Letter of Credit, provided that the same shall not have resulted from the gross negligence or willful misconduct of the Issuing Bank; (viii) any irregularity in the transaction with respect to which any Letter of Credit is issued, including, without limitation, any fraud by the beneficiary or any transferee of such Letter of Credit, provided that the same shall not be the result of the gross negligence or willful misconduct of the Issuing Bank; (ix) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code, provided that the same shall not be the result of the gross negligence or willful misconduct of the Issuing Bank; (x) any act, error, neglect, default, omission, insolvency or failure of business of any of the correspondents of the Issuing Bank, provided that the same shall not have constituted gross negligence or willful misconduct of the Issuing Bank; (xi) any other circumstances arising from causes beyond the control of the Issuing Bank; (xii) payment by the Issuing Bank under any Letter of Credit against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct of the Issuing Bank; and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such other circumstances or happenings shall not have been the result of gross negligence or willful misconduct of the Issuing Bank. (f) Each Lender having a Revolving Loan Commitment shall be responsible for its pro rata share (based on such Lender’s Revolving Loan Commitment Ratio) of any and all reasonable out-of-pocket costs, expenses (including, without limitation, reasonable legal fees) and disbursements which may be incurred or made by the Issuing Bank in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit, the Borrower’s or any guarantor’s obligations to reimburse or otherwise. In the event the Borrower shall fail to pay such expenses of the Issuing Bank within ten (10) days after demand for payment by the Issuing Bank, each Lender having a Revolving Loan Commitment shall thereupon pay to the Issuing Bank its pro rata share (based on such Lender’s Revolving Loan Commitment Ratio) of such expenses within five (5) days from the date of the Issuing Bank’s notice to the Lenders having a Revolving Loan Commitment of the Borrower’s failure to pay; provided, however, that if the Borrower or any guarantor shall thereafter pay such expense, the Issuing Bank will repay to each Lender having a Revolving Loan Commitment Ratio the amounts received from such Lender hereunder. (g) The Borrower agrees that each Advance by the Lenders having a Revolving Loan Commitment to reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all purposes hereunder, be deemed to be an Advance under the Revolving Loan Commitment to the Borrower and shall be payable and bear interest in accordance with all other Revolving Loans to the Borrower.

Letters of Credit. During In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, that the Issuing Bank agrees to Lender issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender shall issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding request that the Issuing Lender issue (and the Issuing Lender shall not issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $10,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to not prevent the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree Lender from agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank Lender elects not to extend for any such additional period; provided and provided, further that the Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (iv) any Letter of Credit unless denominated in a foreign currency which in the Issuing Bank has entered into arrangements satisfactory judgment of Administrative Agent is not readily and freely available. On and after the Closing Date, the Existing Company Letters of Credit shall be deemed for all purposes, including for purposes of the fees to it be collected pursuant to subsection 3.2, and reimbursement of costs and expenses to the extent provided herein, to be Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the Borrower to eliminate other Loan Documents, and shall be governed by the Issuing Bank’s risk applications and agreements pertaining thereto and by this Agreement; provided, however, that, notwithstanding any other provision of this Agreement, no fees with respect to the participation in issuance of the Existing Company Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageshall be due hereunder.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereof, the Issuing Bank agrees Revolving Commitment may be utilized, upon the request of Borrower, in addition to issue the Revolving Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called "Letters of Credit Credit") issued by L/C Lender for the account of any Credit Party (provided that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the Borrower account of any Subsidiary); provided, however, that in no event shall (i) the aggregate amount up to but not exceeding of all L/C Liabilities, plus the aggregate principal amount of the Revolving Loans then outstanding, exceed at any time the Revolving Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Loans then outstanding made by any Revolving Lender, plus such Lender's R/C Percentage of the aggregate amount of all L/C Liabilities exceed such Lender's Revolving Commitment as in effect at such time, (iii) the outstanding aggregate amount of all L/C Liabilities exceed $4.0 million, (iv) the face amount of any Letter of Credit Sublimitbe less than $100,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the R/C Maturity Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial documentary Letters of Credit, unless the Majority Revolving Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the R/C Maturity Date); provided provided, however, that any standby Letter of Credit may be automatically extendible for periods of up to one year (ibut never beyond the fifth Business Day preceding the R/C Maturity Date) so long as such Letter of Credit provides that L/C Lender retains an option satisfactory to L/C Lender to terminate such Letter of Credit prior to each extension date, unless all of the Revolving Lenders have approved such expiry date in writing, (vi) L/C Lender issue any Letter of Credit after it has received notice from Borrower or the Majority Revolving Lenders stating that a Default exists until such time as L/C Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Lenders, (y) waiver of such Default in accordance with this Agreement or (z) the Lead Arranger's good faith determination that such Default has ceased to exist, or (vii) a commercial letter of credit be issued in a currency other than Dollars nor at a tenor other than sight. The following additional provisions shall apply to Letters of Credit: (a) Borrower shall give Collateral Agent at least three Business Days' irrevocable prior notice (effective upon receipt) pursuant to a Letter of Credit application satisfactory to L/C Lender specifying the date (which shall be no later than thirty days preceding the R/C Maturity Date) each Letter of Credit shall is to be denominated issued and describing in Dollars; (ii) reasonable detail the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance proposed terms of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (xincluding the beneficiary thereof) have an expiration date later than the earlier (including whether such Letter of (1) five Business Days before the Maturity Date and (2) the date which Credit is 180 days from the date of issuance of such to be a commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for Credit). Upon receipt of any such additional period; provided notice, Collateral Agent shall advise L/C Lender of the Issuing Bank contents thereof. Each Lender hereby authorizes L/C Lender to issue, and perform its obligations under, Letters of Credit. Letters of Credit shall be issued in accordance with the customary procedures of L/C Lender, which may include an application for Letters of Credit but which application shall not extend contain any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required operating or financial covenants or any provisions inconsistent with this Agreement. L/C Lender may refuse to issue any Letter of Credit unless the Issuing Bank has entered into arrangements contents of which are not reasonably satisfactory to it and it. If there is any conflict between the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the proce- dures or any Letter of Credit Usageapplication required by L/C Lender and this Agreement, this Agreement shall govern. (b) On each day during the period commencing with the issuance by L/C Lender of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Revolving Commitment of each Revolving Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's R/C Percentage of the then undrawn face amount of such Letter of Credit plus the amount of any unreimbursed drawings thereunder. Each Revolving Lender (other than L/C Lender) severally agrees that, upon the issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in L/C Lender's obligation to fund drawings and rights under such Letter of Credit in an amount equal to such Lender's R/C Percentage of such obligations and rights, and each Revolving Lender (other than L/C Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to L/C Lender to pay and discharge when due, its R/C Percentage of L/C Lender's obligation to fund drawings under such Letter of Credit. L/C Lender shall be deemed to hold a L/C Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to such acquisition by the Revolving Lenders other than L/C Lender of their participation interests. (c) In the event that L/C Lender has determined to honor a drawing under a Letter of Credit, L/C Lender shall promptly notify Borrower (through Collateral Agent) of the amount paid by L/C Lender and the date on which payment is to be made to such beneficiary. Borrower hereby unconditionally agrees to pay and reimburse L/C Lender for the amount of payment under such Letter of Credit, together with interest thereon at the Alternate Base Rate plus the Applicable Margin applicable to Revolving Loans from the date payment was made to such beneficiary to the date on which payment is due, not later than the next Business Day after the date on which Borrower receives such notice from L/C Lender (or the second Business Day thereafter if such notice is received on a date that is not a Business Day or after 11:00 a.m. New York City time on a Business Day). Any such payment due from Borrower and not paid on the required date shall bear interest at rates specified in Section 3.02(b).

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the tenth Business Day prior to the Revolving Loan Commitment PeriodTermination Date, subject that Administrative Agent or one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Bank agrees to any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit for in accordance with the account provisions of the Borrower in the aggregate amount up to but this subsection 3.1; provided that Company shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $7,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, which in no event may extend beyond the period specified in the preceding clause (a), unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; (iv) any Standby Letter of Credit issued for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) the date which is five Business Days prior to the Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such Commercial Letter of Credit; provided further that the immediately preceding clause (2) shall not prevent any Issuing Lender from agreeing that a Commercial Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, which in no event may extend beyond the period specified in the event a Funding preceding clause (1), unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall elect not to extend such Commercial Letter of Credit if it has knowledge that an Event of Default exists, has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Bank shall Lender must elect whether or not be required to issue allow such extension or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion; or (vi) any Letter of Credit unless denominated in a currency that in the reasonable judgment of Administrative Agent or the applicable Issuing Bank has entered into arrangements satisfactory to it Lender is not readily and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagefreely available.

Letters of Credit. During the Commitment Period, subject (a) Subject to and upon the terms and conditions hereofherein set forth, the Issuing Bank agrees to issue Letters of Credit for the account of the either Borrower in the aggregate amount up to but not exceeding the may request a Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) Issuer at any time and from time to time on or after the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable Closing Date and prior to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five that is 15 Business Days prior to the Maturity Date to issue, for the account of that Borrower or any of its Subsidiaries a Letter of Credit (the Borrower so requesting, a "LETTER OF CREDIT OBLIGOR"), and in support of worker compensation, liability insurance, releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations of a Borrower or any Subsidiary of that Borrower incurred in the ordinary course of its business, and such other standby obligations of a Borrower and any Subsidiary of that Borrower that are acceptable to the Letter of Credit Issuer, and subject to and upon the terms and conditions herein set forth, such Letter of Credit Issuer agrees to issue from time to time, irrevocable standby letters of credit denominated and payable in Dollars or an Alternative Currency in such form as may be approved by such Letter of Credit Issuer and the Administrative Agent (each such letter of credit, a "LETTER OF CREDIT" and collectively, the "LETTERS OF CREDIT"). (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings at such time, would exceed either (x) $5,000,000 or (y) when added to the aggregate principal amount of all General Revolving Loans and Swing Line Revolving Loans then outstanding, an amount equal to the Total General Revolving Commitment at such time; (ii) no individual Letter of Credit shall be issued which has an initial Stated Amount less than $100,000 unless such lesser Stated Amount is acceptable to the Letter of Credit Issuer; and (2iii) each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the date which is earlier of (A) one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial thereof, unless a longer period is approved by the relevant Letter of Credit Issuer and the Required Lenders, and (xB) have an expiration date later than the earlier of (1) five 15 Business Days before prior to the Maturity Date Date, in each case on terms acceptable to the Administrative Agent and (2) the date which is 180 days from the date of issuance of such commercial relevant Letter of Credit or (y) be issued if such commercial Issuer. In addition, no Letter of Credit is otherwise unacceptable shall be issued or increased in amount if after giving effect thereto the Borrowers would be required to the Issuing Bank prepay General Revolving Loans in its reasonable discretion. Subject to accordance with section 5.2(b). (c) Notwithstanding the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Lender Default exists, the Issuing Bank no Letter of Credit Issuer shall not be required to issue any Letter of Credit unless the Issuing Bank either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower Borrowers to eliminate the Issuing Bank’s such Letter of Credit Issuer's risk with respect to the participation in Letters of Credit of the Defaulting LenderLender or Lenders, including by cash collateralizing such Defaulting Lender’s Pro Rata Share 's or Lenders' General Revolving Facility Percentage of the Letter of Credit UsageOutstandings; or (ii) the issuance of such Letter of Credit, taking into account the potential failure of the Defaulting Lender or Lenders to risk participate therein, will not cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to General Revolving Loans and Letter of Credit Outstandings in excess of its General Revolving Commitment, and the Borrowers have undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to such Letter of Credit Issuer, not to thereafter incur Loans or Letter of Credit Outstandings hereunder which would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Letter of Credit Outstandings in excess of its General Revolving Commitment.

Letters of Credit. During From time to time on any Business Day from the Closing Date through the earlier of the Revolving Credit Commitment Period, Termination Date and the fifth Business Day prior to the date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date,” subject to the terms and conditions hereof, the each Issuing Bank agrees to issue Issue, in accordance with such Issuing Bank’s usual and customary business practices, Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that the Revolving Credit Exposure does not exceed the Revolving Credit Limit; and provided, further, that (i) each Letter of Credit shall will be denominated in DollarsDollars or in one or more Available Foreign Currencies; (ii) immediately after giving effect to such Issuance, in no event will the stated amount Revolving Credit Exposure of each Letter any Revolving Credit Lender exceed the Revolving Credit Commitment of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing BankLender; (iii) after giving effect to such issuanceIssuance, in no event shall will the Total Utilization of Revolving Credit Commitments exceed the Commitments Revolving Credit Limit then in effect; (iv) after giving effect to such issuanceIssuance, in no event shall will the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall will any standby Letter of Credit have an expiration date that is not a Business Day or is later than the earlier of (1) five the fifth Business Days Day prior to the Maturity Date date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date” and (2) the date which is one year from the date of issuance Issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit later date as is otherwise unacceptable acceptable to such applicable Issuing Bank, in each case except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank in its reasonable discretionBank. Subject to the foregoing, the each Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (and in any event not to exceed the period prescribed in clause (v)(1) above), unless the such Issuing Bank elects not to extend for any such additional period; provided the that such Issuing Bank shall will not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the such Issuing Bank must elect to allow such extension; provided further provided, further, that no Issuing Bank will Issue any Letter of Credit if (A) any fee due in connection with, and on or prior to, the Issuance of such Letter of Credit has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such Issuing Bank or (C) such Issuing Bank will not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower, the documents that such Issuing Bank generally uses in the event a Funding Default existsordinary course of business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); provided, further, that so long as any Lender is a Defaulting Lender, such Issuing Bank shall will not be required to issue Issue any Letter of Credit unless the such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage., and participating interests in any such newly issued or increased Letter of Credit will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22 (and Defaulting Lenders will not participate therein). No Issuing Bank shall be under any obligation to issue Letters of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Credit Documents, a Letter of Credit issued and outstanding hereunder. 148797484_8155722702_14

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) days prior to the Revolving Credit Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for the account of as the Borrower may request upon the delivery of a written request in the aggregate amount up form of Exhibit E hereto (a “Letter of Credit Request”) to but not exceeding the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Sublimit; provided (i) each Liabilities shall not exceed the Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; Commitment, (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Commitments exceed the Commitments then in effect; outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (iv) after giving effect to such issuance, in no event shall the Letter any requested Letters of Credit Usage Credit) exceed the Letter lesser of Credit Sublimit then (x) the Total Commitment and (y) the Borrowing Base Availability, or cause a violation of the covenant set forth in effect; §9.1, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an expiration Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date later than of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to the earlier of Agent and the Issuing Lender (1but in any event the term shall not extend beyond five (5) five Business Days prior to the Revolving Credit Maturity Date Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan. Issuing Lender shall honor drawings in accordance with the terms of the applicable Letter of Credit if strictly presented in accordance with the terms of the applicable Letter of Credit, and subject to the terms and conditions of this Agreement, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period but subject to the terms of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed by Borrower and terminated. (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement) and shall state whether such Letter of Credit is being issued under availability with respect to a Tranche A Loan or a Tranche B Loan. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit F attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control. (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion. (d) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a participation therein from the Issuing Lender in an amount equal to its respective Commitment Percentage of the amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be affected by any other Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit. (e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) per annum of the face amount of such Letter of Credit (which fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (2ii) for the date which is one year accounts of the Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to LIBOR Rate Loans for Tranche B Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit within five (5) days of receipt of an invoice from the Agent delivered each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing Lender. (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such standby drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Agent shall promptly notify each Lender by telecopy, email, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Lender to make funds available to the Agent in such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f). (g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. (h) Whenever at any time after the Issuing Lender has received from any Lender any such Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. (j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the Agent, the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viviii) for any consequences arising from causes beyond the control of the Agent or any Lender. None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to the Agent, the Issuing Lender or the Lenders hereunder. In furtherance and extension and not in no event limitation or derogation of any of the foregoing, any act taken or omitted to be taken by the Agent, the Issuing Lender or the other Lenders in good faith will be binding on the Borrower and will not put the Agent, the Issuing Lender or the other Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve the Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. (k) Promptly after its delivery of any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial any amendment to a Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoingbeneficiary thereof, the Issuing Bank may agree that a standby Letter Lender shall also deliver to Borrower an electronic copy of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageor amendment.

Letters of Credit. During Company may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the 30th day prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Company for the Borrower general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions of this Agreement and in reliance upon the aggregate amount up to representations and warranties of Company herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $40,000,000; (iii) Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (xand has not been waived in accordance with subsection 10.6) have at the time such Issuing Lender must elect whether or not to allow such extension and that such Issuing Lender shall give notice to Company of such election; (iv) any Standby Letter of Credit issued for the purpose of supporting (a) trade payables or (b) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (1) five Business Days before the Maturity date which is 5 days prior to the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Commercial Letter of Credit or (yb) be issued if such commercial Letter of Credit that is otherwise unacceptable to the applicable Issuing Bank Lender in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (vi) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definition of Standby Letter of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, Issuing Lender shall issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding the request that Issuing Lender issue and Issuing Lender shall not issue: (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $25,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days not prevent Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During the Commitment Period, subject In addition to the terms Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and conditions hereofthat the Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), the Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the date which is five (5) Business Days before the Revolving Loan Commitment Termination Date, that the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower Company for the purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to but and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of Loan Parties herein set forth, the Issuing Bank agrees to issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that the Company shall not exceeding request that the Issuing Bank issue (and the Issuing Bank shall not issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the Letter of Credit Sublimit then in effect; Subfacility Commitment; (viii) in no event shall any standby Standby Letter of Credit have having an expiration date later than the earlier of (1a) five (5) Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided, that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to not prevent the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree from agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods absent a Default or Event of Default, subject to the immediately preceding clause (a), not to exceed one year each, each unless the Issuing Bank elects not to extend for any such additional period; provided provided, further, that, unless the Requisite Lenders otherwise consent, the Issuing Bank shall give notice that it will not extend any such Standby Letter of Credit if it has received written notice knowledge that an a Default or Event of Default has occurred and is continuing at on the time last day on which such Issuing Bank may give notice to the beneficiary that it will not extend such Standby Letter of Credit; (iv) any Commercial Letter of Credit (a) having an expiration date later than the earlier of (x) thirty (30) days prior to the Revolving Loan Commitment Termination Date and (y) the date which is one hundred eighty (180) days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue its reasonable discretion; (v) any Letter of Credit denominated in a currency other than Dollars; or (vi) any Letter of Credit during any period when a Lender Default exists, unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower Company to eliminate the Issuing Bank’s 's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s 's Pro Rata Share of the Letter of Credit UsageUsage (after giving effect to the issuance of the proposed Letter of Credit).

Letters of Credit. During Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, that the Issuing Bank agrees to Lender issue Letters of Credit for the account of Company for the Borrower general corporate purposes of Company or a Subsidiary of Company. Subject to the terms and conditions of this Agreement and in reliance upon the aggregate amount up to but representations and warranties of Company herein set forth, the Issuing Lender shall issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not exceeding request that the Issuing Lender issue (and the Issuing Lender shall not issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Commitments Revolving Loan Commitment Amount then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $25,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to not prevent the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree Lender from agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank Lender elects not to extend for any such additional period; provided and provided, further that the Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further or (iv) any Letter of Credit denominated in the event a Funding Default existscurrency other than Dollars. Notwithstanding anything contained in this Agreement, the Issuing Bank Lender shall not be required under any obligation to issue any Letter of Credit if (i) the Issuing Lender has received written notice that the conditions precedent set forth in subsection 4.3 have not been satisfied or (ii) a default of any Lender’s obligations to fund under subsection 3.3C exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank Lender has entered into satisfactory arrangements satisfactory to it and the Borrower with Company or such Lender to eliminate the Issuing BankLender’s risk with respect to the participation in Letters of Credit of the Defaulting such Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During In addition to Company requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the date that is 30 days prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Company. Subject to the Borrower terms and conditions of this Agreement and in reliance upon the aggregate amount up to representations and warranties of Company herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding the Letter be obligated to, issue such Letters of Credit Sublimitin accordance with the provisions of this subsection 3.1; provided (i) each Letter that such Letters of Credit shall be denominated in Dollars; issued on a sight basis only and Company shall not request that any Revolving Lender issue (iiand no Revolving Lender shall issue): (i) the stated amount of each any Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $100,000,000; (iii) any Letter of Credit Sublimit then denominated in effecta currency other than Dollars; or (viv) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) the date that is five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend ex- tend for any such additional period; provided the and provided, further, that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. During In addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed $50,000,000 less the maximum amount that is or may become available for drawing under the Insurance Letter of Credit; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a)) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; and provided the further that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation purpose of supporting (a) trade payables or (b) any Indebtedness constituting "antecedent debt" (as that term is used in Letters of Credit Section 547 of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Bankruptcy Code); (v) any Letter of Credit Usagedenominated in a currency other than Dollars; and (vi) any Letter of Credit that is otherwise unacceptable to the Issuing Lender in its reasonable discretion.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit at the request and for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank[reserved]; (iii) immediately after giving effect to such issuance, in no event shall issuance the Total Utilization of Revolving Commitments shall not exceed the Commitments lesser of (A) the Maximum Credit and (B) the Borrowing Base then in effect, subject to the limitation in Section 2.01(2)(v); (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five 5 Business Days prior to the Maturity Date; provided, that a Letter of Credit may have an expiry date later than that otherwise permitted by this clause so long as the maximum available amount of such Letter of Credit is Cash Collateralized at 102% not later than the fifth Business Day prior to the Maturity Date in the manner specified in Section 2.03(8) and (2) the date which is one year from the date of issuance of such standby Letter of CreditCredit or, in the case of any renewal or extension thereof, one year after such renewal or extension subject to clause (v)(1) above); and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five 10 Business Days before prior to the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit; (vii) in no event shall a commercial Letter of Credit or (y) be issued if unless Issuing Bank has agreed in writing to issue commercial Letters of Credit pursuant to this Section 2.03 and such commercial Letter of Credit is otherwise unacceptable acceptable to Issuing Bank, in each case in its sole discretion; (viii) in no event shall any Letter of Credit be issued if the issuance thereof would violate one or more provisions of any applicable law, rule, or regulation or one or more policies of Issuing Bank applicable to letters of credit; (ix) after giving effect to such issuance, in no event shall the Letter of Credit Usage for all Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit for such Issuing Bank; and (x) each Letter of Credit shall be in its reasonable discretionform and substance reasonably satisfactory to Issuing Bank and issued in accordance with Issuing Bank’s standard operating procedures. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice from Administrative Agent, or any Lender that an Event of Default has occurred and any condition set forth in Section 4.02 is continuing at the time the Issuing Bank must elect to allow such extensionnot satisfied; provided further in the event further, if any Lender is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit or extend the expiry date or increase the amount of any outstanding Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.Cash Collateralizing 116 US-DOCS\124480978.17139630401.7

Letters of Credit. During In addition to Borrower requesting that Lenders make Loans pursuant to Section 2.1A, Borrower may request, in accordance with the Commitment Periodprovisions of this Section 3.1, subject from time to time during the terms and conditions hereofperiod from the Closing Date to but excluding the Maturity Date, the that Issuing Bank agrees to Lender issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to but the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents, Issuing Lender shall be obligated, as provided in Section 3.1B(ii), to issue such Letters of Credit in accordance with the provisions of this Section 3.1; provided that Borrower shall not exceeding the request that Issuing Lender issue (and Issuing Lender shall not issue): (1) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Commitments Revolving Usage would exceed the Revolving Commitments then in effect; ; (iv2) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $2,000,000; (3) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Date and (2b) the date which that is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days not prevent Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the Issuing Bank Lender elects not to extend for any such additional period; provided provided, further that Issuing Lender shall deliver a written notice to Administrative Agent setting forth the last day on which Issuing Bank shall Lender may give notice that it will not extend any such Standby Letter of Credit (the “Notification Date” with respect to such Standby Letter of Credit) at least ten Business Days prior to such Notification Date; and provided, further that, unless Lenders otherwise consent, Issuing Lender shall give notice that it will not extend such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow on such extensionNotification Date; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (4) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea currency other than Dollars.

Letters of Credit. During In addition to Borrower requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Restatement Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit; provided that all such Commercial Letters of Credit shall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $60,000,000; (iii) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in provided, however, that notwithstanding clause (a) but subject to the event other restrictions of this subsection, Borrower may request the issuance (on a Funding Default exists, date prior to five Business Days prior to the Issuing Bank shall not be required to issue any Revolving Loan Commitment Termination Date) of a Standby Letter of Credit unless having an expiration date later than five Business Days prior to the Issuing Bank has entered into Revolving Loan Commitment Termination Date if Borrower, at the time of such request, makes arrangements in form and substance satisfactory to Issuing Lender thereof to cash collateralize such Letter of Credit, provided that Issuing Lender shall be under no obligation to issue such a Letter of Credit if it and shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the Borrower to eliminate the Issuing Bank’s risk reimbursement arrangements hereunder with respect to the participation in other Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Credit; or (iv) any Commercial Letter of Credit Usagehaving an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion; provided, however, that notwithstanding clause (X) but subject to the other restrictions of this subsection, Borrower may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit having an expiration date later than the time set forth in clause (X) if Borrower, at the time of such request, makes arrangements in form and substance satisfactory to Issuing Lender thereof to cash collateralize such Letter of Credit, provided that Issuing Lender shall be under no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit.

Letters of Credit. During the Commitment Period, subject (a) Subject to all the terms and conditions hereof, satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the Issuing Bank agrees to issue Letters Company’s request, the L/C Issuer shall issue, at any time before the Revolving Credit Termination Date, letters of Credit credit (an “L/C” and collectively the “L/Cs”) for the account of the Borrower Company subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided (i) each Letter of Credit Section 1.8 hereof. Each L/C shall be denominated issued pursuant to an application for L/C (collectively the “L/C Agreements” and individually an “L/C Agreement”) in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as a form that is mutually acceptable to the Issuing Bank; (iii) after giving effect Company and the L/C Issuer, shall conform to such issuancethe general requirements of the L/C Issuer for the issuance of L/Cs as to form and substance, shall be in no event U.S. Dollars and shall be an L/C which the Total Utilization L/C Issuer may lawfully issue. The L/Cs shall consist of Commitments standby and commercial L/Cs in an aggregate face amount not to exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event $30,000,000. Each L/C shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration expiry date not later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance thereof or thirty (30) days prior to the Revolving Credit Termination Date, provided that annually renewable L/Cs may be issued with a final expiry date no later than thirty (30) days prior to the Revolving Credit Termination Date. The Company agrees that if on the Revolving Credit Termination Date any L/C remains outstanding the Company shall then deliver to the Agent, without notice or demand, Cash Collateral in an amount equal to 105% of such standby Letter the aggregate amount of Credit; each L/C then outstanding (which shall be held by the Agent pursuant to the terms of Section 1.6(g) hereof). The amount available to be drawn under each L/C issued and outstanding pursuant hereto shall be deducted from the credit otherwise available under the Revolving Credit but shall not reduce the Revolving Credit Commitments of the Banks hereunder. In consideration of the issuance of L/Cs the Company agrees to pay the applicable L/C Issuer for the pro rata benefit of the Banks a fee (vithe “L/C Participation Fee”) in no event the amount of the rate per annum (computed on the basis of a 360 day year and actual days elapsed) equal to the Applicable Margin as in effect from time to time for Eurodollar Loans of the undrawn amount for each standby L/C issued for the account of the Company hereunder, payable quarterly in arrears on the last day of each March, June, September and December commencing June 30, 2019, and on the Revolving Credit Termination Date. The Company shall any commercial Letter also pay the L/C Issuers a fronting fee in the amount of Credit one-eighth of one percent (x0.125%) have an expiration date later than of the earlier face amount of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from each standby L/C issued hereunder, payable on the date of issuance of each such commercial Letter standby L/C hereunder and on the date of Credit or (y) be each extension, if any, of the expiry date of each such standby L/C and the relevant L/C Issuer’s usual and customary fees with respect to each trade L/C issued if such commercial Letter of Credit is otherwise unacceptable hereunder, payable upon negotiation thereof. In addition, the Company shall pay to the Issuing Bank in relevant L/C Issuer for its reasonable discretion. Subject own account such L/C Issuer’s standard documentary and processing charges for L/Cs with respect to each L/C. Notwithstanding anything contained herein to the foregoingcontrary, the Issuing L/C Issuer shall be under no obligation to issue, extend or amend any L/C if a default of any Bank’s obligations to fund under Section 1.8 exists or any Bank may agree that is at such time a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachDefaulting Lender hereunder, unless the Issuing L/C Issuer has entered into arrangements with the Company or such Bank elects not satisfactory to extend the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Bank. (b) Upon satisfaction of all conditions precedent to the initial Loan hereunder, without any further action on the part of the Company, the Existing L/C Issuer, the Agent or any Bank, (i) each of the L/Cs (the “Existing L/Cs”) previously issued by the Existing L/C Issuer for the account of the Company under the Existing Agreement shall be deemed for all purposes of this Agreement to be an L/C issued hereunder, (ii) each application and agreement for an LC pursuant to which each Existing L/C was issued shall be deemed for all purposes of this Agreement to be an L/C Agreement, and (iii) all of the Company’s indebtedness, obligations and liabilities to the Existing L/C Issuer with respect to the Existing L/Cs shall be deemed to be Reimbursement Obligations of the Company for all purposes of this Agreement. (c) Notwithstanding anything contained in any such additional period; provided L/C Agreement to the Issuing Bank contrary: (i) the Company shall not extend any such Letter pay fees in connection with each L/C as set forth in Section 1.6(a) hereof, (ii) prior to the occurrence and continuance of Credit if it has received written notice that an Event of Default, unless required by Section 2.4 hereof, the Agent will not call for the funding by the Company of any amount under an L/C issued for the Company’s account, or for any other form of additional collateral security for the Company’s obligations in connection with such L/C under the L/C Agreements, and (iii) prior to the occurrence and continuance of an Event of Default or the Revolving Credit Termination Date, unless required by Section 1.6(a) or Section 2.4 hereof, the Agent will not call for the funding by the Company of an L/C issued for its account prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). If an L/C Issuer issues any L/C with an expiration date that is automatically extended unless such L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, such L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date (A) the expiration date of such L/C if so extended would be after the Revolving Credit Termination Date, (B) the Revolving Credit Commitments have been terminated, (C) an Event of Default or Potential Default has occurred and is continuing continuing, or (D) the renewal term for such L/C would exceed one year from the renewal date. (d) The Agent shall give prompt telecopy notice to each Bank of each issuance of, or amendment to, an L/C specifying the effective date of the L/C or amendment, the amount, the beneficiary, and the expiration date of the L/C, in each case as established originally or through the relevant amendment, as applicable, the account party or parties for the L/C, each Bank’s pro rata participation in such L/C and whether the Agent has classified the L/C as a commercial, performance, or financial L/C for regulatory reporting purposes. (e) The Banks shall, ratably in accordance with their respective Commitment Percentages, indemnify the L/C Issuers (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct) that the L/C Issuers may suffer or incur in connection with any L/C. The obligations of the Banks under this Section 1.6(e) and all other parts of this Section 1.6 shall survive termination of this Agreement and of all L/C Agreements, and all drafts or other documents presented in connection with drawings thereunder. (f) The Company’s obligation to reimburse the Reimbursement Obligations as provided in Section 1.7 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant L/C Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any L/C or this Agreement, or any term or provision therein, (ii) any draft or other document presented under an L/C proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an L/C Issuer under an L/C against presentation of a draft or other document that does not strictly comply with the terms of such L/C, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. None of the Agent, the Banks, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any L/C or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any L/C (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuers; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a L/C comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a L/C, the relevant L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such L/C. (g) All amounts available for drawing under any or all outstanding L/Cs required under any of Sections 1.6(a) or 2.4 hereof shall be held by the Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Agent (to the extent available) to, the reimbursement of any payment under any L/C then or thereafter made by the L/C Issuer. The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Agent for the benefit of the Agent, the Banks, and the L/C Issuer. If and when requested by the Company, the Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Company to the L/C Issuer, the Agent or the Banks. Subject to the terms of Sections 1.10 and 1.11, if the Company shall have made payment of all obligations referred to above required under Section 2.4, at the request of the Company the Agent shall release to the Company amounts held in the Collateral Account so long as at the time of the Issuing Bank must elect to allow such extension; provided further release and after giving effect thereto no Potential Default or Event of Default exists. After all L/Cs have expired or been cancelled, at the request of the Company, the Agent shall release any remaining amounts held in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter Collateral Account following payment in full in cash of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageall Reimbursement Obligations.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit at the request of and for the account of the Borrower Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days thirty days prior to the Maturity Date Revolving Commitment Termination Date, and (2) the date which that is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit be issued if the issuance thereof would violate one or more provisions of any applicable law, rule, or regulation or one or more policies of Issuing Bank applicable to letters of credit; (xvii) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial each Letter of Credit or shall be in form and substance reasonably satisfactory to Issuing Bank and issued in accordance with Issuing Bank’s standard operating procedures; and (yviii) be issued if such commercial with respect to any Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoingbe issued by GSB, the Issuing Bank may agree that a standby such Letter of Credit will automatically shall be extended for one or more successive periods not subject to exceed one year eachthe immediately succeeding sentence; provided, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice from Company, Administrative Agent, or any Lender that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further provided, further, in the event any Lender is a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit or extend the expiry date or increase the amount of any outstanding Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower Company to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit UsageUsage in an amount not less than the Minimum Collateral Amount. With respect to any Letter of Credit to be issued by GSB, without the consent of GSB, such Letter of Credit shall (i) have a stated final expiration date, (ii) not permit the transfer or assignment thereof (or the right to draw thereunder) without the prior written consent of GSB, (iii) not permit cancellation thereof without the consent of the beneficiary thereof, (iv) not be subject to any rules or practices other than the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 or such later supplement to or revision thereof as is in effect at the time of issuance of such Letter of Credit (“ISP”), (v) not cause the aggregate number of outstanding Letters of Credit issued by GSB under this Agreement at any time to exceed ten (10), (vi) not have more than one (1) beneficiary, (vii) have been the subject of a written notice of the Company’s request for issuance thereof that the Company has given Gxxxxxx Sxxxx Bank USA not less than three (3) Business Day’s prior to such requested issuance, (viii) not permit reduction of the amount thereof other than on an annual, quarterly, or monthly basis, (ix) for purposes of a demand for payment thereunder, require physical presentation to GSB of an original or copy thereof, together with any amendments thereto, (x) have attached thereto as an exhibit a form of demand for payment thereunder, (xi) not permit more than three (3) demands for payment thereunder, and (xii) in connection with any demand for payment thereunder, not require disbursement of such payment to the beneficiary thereof within seventy-two hours after such demand for payment is made.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, during the Issuing Bank agrees to issue Letters of Credit for period from and including the account of the Borrower in the aggregate amount up to Effective Date to, but not exceeding including the Letter of Credit SublimitExpiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or any Alternative Currency as Borrower may from time to time request; provided provided, however, that (i) the Outstanding Revolving Obligations of each Letter of Credit Lender shall be denominated in Dollars; not exceed such Lender’s Revolving Commitment at any time, (ii) the stated Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of each Letter of Credit all outstanding Competitive Loans shall not be less than $5,000,000 or such lesser amount as is acceptable to exceed the Issuing Bank; combined Revolving Commitments at any time, (iii) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit then in effect; at any time and (viv) in no event shall any standby the Letter of Credit have Usage in respect of Letters of Credit issued by each Issuing Lender shall not exceed the Letter of Credit Commitment of such Issuing Lender at any time. All Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the account of Xxxxxxxx, and the participations therein created pursuant to the Existing Credit Agreement shall be superseded by participations created by Section 2.03(b) hereof. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit which expires more than 12 months after the date of its issuance or last renewal, no Letter of Credit may expire more than 12 months after the date of its issuance or last renewal; provided, however, that (x) subject to clause (y), no Letter of Credit shall expire after the Business Day which is at least five days prior to the Revolving Termination Date (as it may be extended) and (y) a Letter of Credit may expire up to the date that is one year after the Revolving Termination Date (as it may be extended) with the consent of the Issuing Lender in respect thereof (which consent shall not be unreasonably withheld) so long as Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended) (or for any Letters of Credit issued after such date, the date of issuance) deposit cash in the Dollar Amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account. In the event that any Lender’s Commitment terminates prior to an expiration extended Revolving Termination Date as contemplated by Section 2.01(e), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Revolving Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. If any Letter of Credit Usage remains or is expected to remain outstanding on the Revolving Termination Date (as it may be extended), Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended), deposit cash in an amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account. (b) Borrower may irrevocably request a Letter of Credit Action in a Minimum Amount therefor (or, if such Letter of Credit Action is in respect of a Letter of Credit denominated in an Alternative Currency, a Dollar Amount which is in a Minimum Amount therefor) by delivering a Letter of Credit Application therefor to the applicable Issuing Lender, with a copy to Administrative Agent, not later than the earlier Requisite Time therefor. Each Letter of (1) five Business Days prior Credit Action shall be in a form acceptable to the Maturity Date applicable Issuing Lender in its sole discretion. Each such request for a Letter of Credit Action shall, if Sections 4.02(b) and (2c) are applicable to such Letter of Credit Action, constitute a representation and warranty by Borrower that the date which conditions set forth in Sections 4.02(b) and (c) are satisfied. Unless Administrative Agent notifies the applicable Issuing Lender that such Letter of Credit Action is one year from not permitted hereunder, or the date applicable Issuing Lender notifies Administrative Agent that it has determined that such Letter of Credit Action is contrary to any Laws or policies of such Issuing Lender, the applicable Issuing Lender shall effect such Letter of Credit Action. This Agreement shall control in the event of any conflict with any Letter of Credit Application. Upon the issuance of such standby Letter of Credit; and (vi) in no event shall any commercial a Letter of Credit (xor, with respect to the Existing Letters of Credit, on the Effective Date), each applicable Issuing Lender shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased from each applicable Issuing Lender, a participation therein in an amount equal to such Xxxxxx’s Revolving Percentage times the Dollar Amount of such Letter of Credit. Each applicable Issuing Lender represents and warrants to each Lender that it has all necessary power and authority to sell and transfer such participation to each Lender, without breach of any Contractual Obligation to any other Person, and that such participation is free and clear of any adverse claim. Notwithstanding anything herein to the contrary, Xxxxxx Xxxxxxx Bank, N.A. as an Issuing Lender, shall only be obligated to issue standby Letters of Credit, and shall only be obligated to do so upon at least 3 Business Days’ prior written notice (or such shorter period of time as Xxxxxx Xxxxxxx Bank, N.A. shall approve in its sole discretion). (c) have Borrower shall reimburse each Issuing Lender through Administrative Agent for any payment that such Issuing Lender makes under a Letter of Credit within one Business Day following demand by Administrative Agent or such Issuing Lender in Dollars or in the applicable Alternative Currency in which such payment was made; provided, however, that if the conditions precedent set forth in Section 4.02 can be satisfied (except for the giving of a Request for Extension of Credit), Borrower may request a Borrowing of Base Rate Loans in the Dollar Amount necessary to reimburse such Issuing Lender for such payment pursuant to Section 2.02 (without regard to the Minimum Amount requirements thereof). If Xxxxxxxx’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, Borrower shall pay the amount of any such tax requested by Administrative Agent, the relevant Issuing Lender or Lender. If Borrower fails to make such payment when due, then if such payment relates to a Letter of Credit denominated in an expiration date Alternative Currency, automatically and with no further action required, Xxxxxxxx’s obligation to reimburse the applicable payment by the applicable Issuing Lender shall be permanently converted into an obligation to reimburse the Dollar Amount of such payment. (d) Upon any drawing under a Letter of Credit, the applicable Issuing Lender shall notify Administrative Agent and Borrower. If Borrower fails to timely make the payment required pursuant to subsection (c) above or to provide cash collateral as required in subsection (a) above, such Issuing Lender shall notify Administrative Agent of such fact and the Dollar Amount of such unreimbursed payment or required cash collateral, as applicable. Administrative Agent shall promptly notify each Lender of its Revolving Percentage of such Dollar Amount by Requisite Notice. Each Lender shall make funds in an amount equal to its Revolving Percentage of such Dollar Amount available to Administrative Agent at Administrative Agent’s Office not later than the earlier Requisite Time therefor on the Business Day specified by Administrative Agent. Administrative Agent shall remit the funds so received to such Issuing Lender in the case of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date reimbursement of issuance of such commercial a Letter of Credit drawing or (y) be issued if such commercial to Administrative Agent for deposit in a Letter of Credit is otherwise unacceptable Cash Collateral Account, as applicable. The obligation of each Lender to the so reimburse such Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any Lender and fund such Letter of Credit if it has received written notice that an Cash Collateral Account shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extensionor any other occurrence or event; provided further in the event a Funding Default exists, the that such Issuing Bank Lender shall not have a right to be required so reimbursed in respect of a Letter of Credit if such Issuing Lender issued such Letter of Credit after being notified by Administrative Agent that such issuance was not permitted hereunder. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to issue reimburse each Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory Credit, together with interest as provided herein, or to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by provide cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagecollateral.

Letters of Credit. During In addition to Borrower requesting that Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to but excluding the 30th day prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Lenders may, but (except as provided in subsection 3.1B(iii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $10,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days 30 days prior to the Maturity Date Revolving Loan Commitment Termination Date; and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a) have an expiration date later than the earlier of (1above) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided and provided, further in that the event a Funding Default exists, the Issuing Bank preceding clause (b) shall not be required prevent any Issuing Lender (but subject to issue clause (a) above) from issuing a Letter of Credit in favor of Nintendo of America Inc. (or its designee) which Letter of Credit may have an expiration date of up to 18 months from the date of issuance of such Letter of Credit. (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the a currency other than Dollars; or (v) any Letter of Credit Usagethat is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion acting in good faith (including if issuing such Letter of Credit would violate such Issuing Lender’s policies or general criteria for issuing the type of Letter of Credit).

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Bank agrees to issue Letters of Credit for the account of the any Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Commitments Revolving Outstandings exceed the Commitments then in effect; Aggregate Revolving Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender exceed such issuance, in no event shall Xxxxxx’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the such Issuing Bank elects not to extend for any such additional period; provided the provided, no Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the such Issuing Bank must elect to allow such extension; provided further provided, further, in the event that any Lender is at such time a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and such Issuing Bank (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate the such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to Agents, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During In addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject to the terms and conditions hereof, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Borrower for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not request that any -------- Revolving Lender issue (and no Revolving Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $20,000,000; (iii) any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall -------- not prevent any commercial Letter of Credit Issuing Lender (xbut subject to clause (a)) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; and provided the further -------- ------- that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (iv) any Letter of Credit unless for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation purpose of supporting (a) trade payables or (b) any Indebtedness constituting "antecedent debt" (as that term is used in Letters of Credit Section 547 of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Bankruptcy Code); (v) any Letter of Credit Usagedenominated in a currency other than Dollars; and (vi) any Letter of Credit that is otherwise unacceptable to the Issuing Lender in its reasonable discretion.

Letters of Credit. During In addition to Borrowers requesting that Lenders make Revolving Loans pursuant to subsection 2.1A, Borrowers may request, in accordance with the provisions of this subsection 2.8 on or after the Effective Date to but excluding the Commitment PeriodTermination Date, subject to the terms and conditions hereof, that the Issuing Bank agrees to Lender issue Letters of Credit for the account of Borrowers on the Borrower terms and con- ditions set forth in this subsection 2.8; provided that Borrowers shall not request that the aggregate amount up to but Issuing Lender issue (and the Issuing Lender shall not exceeding the issue) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall (i) the Total Utilization of Commitments would exceed the Commitments then in effectCommitments; (ivii) after giving effect to such issuance, in no event shall the Total Utilization would exceed the Borrowing Base; or (iii) the Letter of Credit Usage would exceed $5,000,000. In no event shall the Issuing Lender issue any Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1x) five Business Days prior to the Maturity Date and Commitment Termination Date, (2y) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or provided that this clause (y) be issued if such commercial Letter of Credit is otherwise unacceptable to shall not prevent the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree Lender from agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods a period not to exceed one year each, unless the Issuing Bank Lender elects not to extend for any such additional period; provided . Each Letter of Credit shall be in a minimum stated amount of at least $100,000. It shall be a condition precedent to the issuance of any Letter of Credit in accordance with the provisions of this subsection 2.8 that each condition set forth in subsections 4.2 and 4.3 shall have been satisfied. Immediately upon the issuance of each Letter of Credit, the Issuing Bank Lender shall not extend any promptly notify Agent and each Lender of such issuance and each Tranche A Lender and Tranche B Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Lender a participation in such Letter of Credit if it has received written notice that and drawings thereunder in an Event of Default has occurred and is continuing at the time the Issuing Bank must elect amount equal to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s 's Pro Rata Share of the maximum amount which is or at any time may become available to be drawn thereunder. Each Letter of Credit Usagemay provide that the Issuing Lender may (but shall not be required to) pay the beneficiary thereof upon the occurrence of an Event of Default and the acceleration of the maturity of the Tranche A Loans or the Tranche B Loans or, if payment is not then due to the beneficiary, provide for the deposit of funds by Borrowers in an amount sufficient to secure payment to the beneficiary of the Letter of Credit if conditions to such payment are satisfied, which amount shall be returned to the Issuing Lender for distribu- tion to Lenders (or, if all Obligations shall have been indefeasibly paid in full, to Borrowers) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by the Issuing Lender as provided in this paragraph shall be treated for all purposes of this Amended Loan Agreement as a drawing duly honored by the Issuing Lender under the related Letter of Credit.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for in Dollars (or, if available as determined by the account of applicable Issuing Lender in its sole discretion, in Alternative Currencies) as the Borrower may request upon the delivery of a written request in the aggregate amount up form of Exhibit D hereto (a “Letter of Credit Request”) to but not exceeding the relevant Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Sublimit; provided (i) each Liabilities shall not exceed the aggregate Letter of Credit Commitments of all Issuing Lenders, (iii) in no event shall be denominated in Dollars; (iiA) the stated sum of the outstanding principal amount of each the Revolving Credit Loans and Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; Liabilities (iii) after giving effect to such issuance, in no event shall any requested Letters of Credit) exceed the Total Utilization Revolving Credit Commitment, and (B) the sum of Commitments exceed the Commitments then in effect; (iv1) outstanding principal amount of the Revolving Credit Loans, Term Loans and Letter of Credit Liabilities (after giving effect to such issuanceany requested Letters of Credit), and (2) the aggregate amount of all other Unsecured Indebtedness of the REIT and its Subsidiaries cause a violation of the Financial Covenants, (iv) the conditions set forth in Section 8.2 (and, in no event shall connection with any request for the Letter issuance of any Letters of Credit Usage exceed on the Letter of Credit Sublimit then in effect; Closing Date, Section 8.1) shall have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit have an expiration date later than the earlier be available for reinstatement or a subsequent drawing under such Letter of (1) five Business Days prior Credit. Notwithstanding anything to the Maturity Date contrary contained in this Section 2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with Section 2.13(c) and (2) the date Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which is are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Xxxxxx’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in Section 8.2 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year from after the date of issuance thereof (or such longer period as Issuing Lender may approve); provided, however, that a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Lender but, subject to the following proviso, in no event shall any such provision permit the extension of the expiration date of such standby Letter of Credit beyond the Revolving Credit Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as the Borrower delivers to the Issuing Lender no later than thirty (30) days prior to the Revolving Credit Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the maximum amount available to be drawn under such Letter of Credit or other credit support acceptable to such Issuing Lender. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for- dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan. (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer of the Borrower that the Borrower and Guarantors (including any Subsidiary Owner) are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof for KeyBank is in the form of Exhibit E attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict between the terms of any such additional application(s) and this Agreement, the terms of this Agreement shall control. (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to Section 2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion. The Issuing Lender shall promptly notify the Agent of the issuance of each Letter of Credit. (d) Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a participation therein from the Issuing Lender in an amount equal to its respective Revolving Credit Commitment Percentage of the amount of such Letter of Credit. No Revolving Credit Xxxxxx’s obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit. (e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit (which fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Revolving Credit Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to Benchmark Revolving Credit Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Revolving Credit Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing Lender. (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, (i) the Issuing Lender shall notify Agent of the amount drawn and the Letter of Credit to which such amount relates, (ii) the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the Dollar Equivalent of the amount of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and (iii) the Agent shall promptly notify each Revolving Credit Lender by telecopy, email, telephone (confirmed in writing) or other similar means of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Revolving Credit Xxxxxx’s Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to this Section 2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in Section 9.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this Section 2.10(f). (g) If after the issuance of a Letter of Credit pursuant to Section 2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to Section 2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount of such Letter of Credit in the applicable Currency. Each Revolving Credit Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. (h) Whenever at any time after the Issuing Lender has received from any Revolving Credit Lender any such Revolving Credit Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. (j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the Agent, the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viviii) in no event shall any commercial Letter consequences arising from causes beyond the control of Credit (x) have an expiration date later than the earlier Agent or any Lender. None of (1) five Business Days before the Maturity Date and (2) foregoing will affect, impair or prevent the date which is 180 days from vesting of any of the date of issuance of such commercial Letter of Credit rights or (y) be issued if such commercial Letter of Credit is otherwise unacceptable powers granted to the Agent, the Issuing Bank Lender or the Lenders hereunder. In furtherance and extension and not in its reasonable discretion. Subject to limitation or derogation of any of the foregoing, any act taken or omitted to be taken by the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default existsAgent, the Issuing Bank shall Lender or the other Lenders in good faith will be binding on the Borrower and will not be required to issue any Letter of Credit unless put the Agent, the Issuing Bank has entered into arrangements satisfactory Lender or the other Lenders under any resulting liability to it and the Borrower; provided nothing contained herein shall relieve the Issuing Lender for liability to the Borrower to eliminate arising as a result of the gross negligence or willful misconduct of the Issuing Bank’s risk with respect to the participation in Letters Lender as determined by a final non-appealable judgment of Credit a court of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagecompetent jurisdiction.

Letters of Credit. During (i) Revolving Letters of Credit. In addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 30th day prior to the Revolving Loan Commitment PeriodTermination Date, subject that one or more Revolving Lenders issue Revolving Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, the Issuing Bank agrees to any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Revolving Letters of Credit for in accordance with the account provisions of the this subsection 3.1; provided that Borrower in the aggregate amount up to but shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): (a) any Revolving Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivb) any Revolving Letter of Credit if, after giving effect to such issuance, in no event shall the Revolving Letter of Credit Usage would exceed the $20,000,000; (c) any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1) five Business Days ten days prior to the Maturity Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than provided that the earlier of (1) five Business Days before the Maturity Date and immediately preceding clause (2) the date which is 180 days shall not prevent any Revolving Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Revolving Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further, that such Revolving Issuing Bank Lender shall elect not to extend any such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time the such Revolving Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue ; (d) any Standby Letter of Credit unless issued for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Letters of Credit Section 547 of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Bankruptcy Code); (e) any Commercial Letter of Credit Usagehaving an expiration date (1) later than the earlier of (x) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (2) that is otherwise unacceptable to the applicable Revolving Issuing Lender in its reasonable discretion; or (f) any LC Revolving Letter of Credit denominated in a currency other than Dollars.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Credit Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the Borrower may request, in accordance with the provisions of this Section 1.10, that one or more Issuing Bank agrees to Banks issue Letters of Credit for the account of the Borrower; PROVIDED that (i) the Borrower shall not request that any Bank issue any Letter of Credit and a Bank shall not issue any Letter of Credit, if after giving effect to such issuance the sum of (A) the Letters of Credit Usage on the date of such issuance, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance of a Letter of Credit, plus (B) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the making of all Revolving Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the lesser of the Borrowing Base as would be shown in the aggregate amount up Borrowing Base Certificate that was last required to but be delivered pursuant to Section 6.01 or the Total Revolving Loan Commitment then in effect, (ii) in no event shall any Issuing Bank issue (A) any Letter of Credit having an expiration date later than thirty (30) Business Days prior to the Revolving Loan Maturity Date, after giving effect to any possible renewal of such Letter of Credit pursuant to the proviso to the following clause (ii)(B), (B) subject to the foregoing clause (ii)(A), any Letter of Credit having an expiration date more than one year after its date of issuance; PROVIDED that, subject to the foregoing clause (ii)(A), this clause (B) shall not exceeding prevent any Issuing Bank from issuing a Letter of Credit containing a provision to the effect that such Letter of Credit will automatically be renewed annually for a period not to exceed one year, so long as such renewable Letter of Credit provides that it shall not at any time be renewed for an additional year if (I) the Borrower notifies the Issuing Bank in writing one Business Day prior to the applicable renewal date that the Borrower elects to allow the Letter of Credit Sublimit; provided to expire without being renewed, or (iII) each the Issuing Bank or the Required Banks notify the Borrower in writing, PRIOR to the date set forth in such Letter of Credit shall as the date by which the beneficiary thereof is to be denominated in Dollars; (ii) the stated amount notified whether such Letter of each Credit is to be renewed, that such Letter of Credit shall not be so renewed, in which case such Letter of Credit shall not be so renewed, (C) any Letter of Credit the initial stated amount of which is less than $5,000,000 5,000, or such lesser amount as is acceptable to the Issuing Bank; (iiiD) after giving effect to such issuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (xI) have an expiration date later which is governed by laws other than the earlier laws of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date State of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable New York, without regard to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.principles of

Letters of Credit. During In addition to Company requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment PeriodTermination Date, subject that one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company or any wholly-owned Subsidiary of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit; provided, that if any such Letter of Credit is issued for the account of any such Subsidiary, Company shall execute jointly with such Subsidiary all letter of credit documentation as may be required by the applicable Issuing Lender. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Holdings and Company herein set forth, the Issuing Bank agrees to any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit for in accordance with the account provisions of the Borrower in the aggregate amount up to but this subsection 3.1; provided that Company shall not exceeding the request that any Revolving Lender issue (and no Revolving Lender shall issue): a. any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; (iv) ; b. any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $150,000,000; c. any Standby Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five Business Days the date which is 30 days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the further that such Issuing Bank Lender shall give notice that it will not extend any such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing at the time at which such Issuing Lender may give notice that it will not extend such Standby Letter of Credit, unless such Event of Default has been waived in accordance with the provisions of subsection 11.6; d. any Commercial Letter of Credit having an expiration date (a) later than the earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Bank must elect to allow such extensionLender in its reasonable discretion; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or 79 e. any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it denominated in a currency other than Dollars and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagepayable on a sight basis.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Letter-of-Credit Sublimit; provided that, (i) each Letter of Credit shall be denominated in Dollars; , (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 500,000 or such lesser amount as is acceptable to the Issuing Bank; , (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; , (iv) after giving effect to such issuance, in no event shall the Letter of Letter-of-Credit Usage exceed the Letter of Letter-of-Credit Sublimit then in effect; , and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Maturity Revolving Commitment Termination Date and (2) the date which that is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree (such agreement not to be unreasonably withheld) that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank reasonably elects not to extend for any such additional period; provided the that, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further that, in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s 's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s 's Pro Rata Share of the Letter of Letter-of-Credit Usage.

Letters of Credit. During In addition to any Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that the Commitment PeriodSwing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), subject Company and Domestic Borrowers may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to, but excluding the date that is 30 days prior to the terms and conditions hereofRevolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Revolving Lenders issue Letters of Credit for the account of Company or a Domestic Borrower for the Borrower purposes specified in the aggregate amount up definition of Standby Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrowers herein set forth, any one or more Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not exceeding the Letter be obligated to, issue such Letters of Credit Sublimitin accordance with the provisions of this subsection 3.1; provided (i) each Letter that such Letters of Credit shall be denominated in Dollars; issued on a sight basis only and Borrowers shall not request that any Revolving Lender issue (iiand no Revolving Lender shall issue): (i) the stated amount of each any Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) any Letter of Credit if, after giving effect to such issuance, in no event shall the Letter of Credit Usage would exceed the $25,000,000; (iii) any Letter of Credit Sublimit then denominated in effect; a currency other than Dollars; (viv) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five the date that is ten Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further, that such Issuing Bank Lender shall elect not to extend any such Letter of Credit if it has received written notice knowledge that an Event of Default or Potential Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 11.6) at 102 the time the such Issuing Bank Lender must elect whether or not to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue or (v) any Letter of Credit unless for the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters account of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usagea Foreign Borrower.

Letters of Credit. During the Commitment Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the Borrower may request, in accordance with the provisions of this Section 1.13, that one or more Issuing Bank agrees to Banks issue Letters of Credit for the account of the Borrower; provided that (i) the Borrower in the aggregate amount up to but shall not exceeding the request that an Issuing Bank issue any Letter of Credit Sublimit; provided (i) each and an Issuing Bank shall not issue any Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) Credit, if, after giving effect to such issuanceissuance the sum of (a) the then outstanding Letters of Credit Usage, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the issuance of all Letters of Credit subject to outstanding requests for issuance of a Letter of Credit Usage Credit, plus (b) the aggregate principal amount of Revolving Loans then outstanding, after giving effect to the making of all Revolving Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the Letter lesser of Credit Sublimit the Borrower's Borrowing Base as shown in the Borrowing Base Certificate that was last required to be delivered pursuant to Section 6.01 or the Total Revolving Loan Commitment then in effect; , (vii) in no event shall any standby Issuing Bank issue (w) any Letter of Credit have having an expiration date later than the earlier of thirty (130) five Business Days prior to the Final Revolving Loan Maturity Date and after giving effect to any possible renewal of such Letter of Credit pursuant to the proviso of the following clause (2) the date which is one year from the date of ii)(x), The issuance of any Letter of Credit in accordance with the provisions of this Section 1.13 shall be given effect in the calculation of the aggregate principal amount of Revolving Loans outstanding and the Letters of Credit Usage and shall require the satisfaction of each condition set forth in Sections 4.02 and 4.03; provided that the Borrower shall pay interest, charges and commissions on such standby issued Letters of Credit only pursuant to this Section 1.13. Immediately upon the issuance of each Letter of Credit; , each Bank other than the Issuing Bank or Banks shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation (vi) such participation of each Bank in no event shall any commercial each Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial being hereinafter referred to as its "Letter of Credit or (yParticipation") be issued if in such commercial Letter of Credit and each drawing thereunder in an amount equal to such Bank's pro rata share (determined on the basis of such Bank's Revolving Loan Commitment) of the maximum amount which is otherwise unacceptable or at any time may become available to the Issuing Bank in its reasonable discretionbe drawn thereunder. Subject to the foregoing, Each Letter of Credit may provide that the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank (but shall not extend any such Letter be required to) pay the beneficiary thereof upon the occurrence of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default exists, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate acceleration of the Issuing Bank’s risk with respect maturity of the Loans or, if payment is not then due to the participation beneficiary, provide for the deposit of funds in Letters of Credit of an account to secure payment to the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Usageif conditions to such payment are satisfied or returned to the Issuing Bank for distribution to the Banks (or, if all Obligations shall have been indefeasibly paid in full, to the Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by an Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Bank under the related Letter of Credit.

Letters of Credit. During the Commitment Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Maturity Date, the Issuing Bank agrees to Lender shall issue such Letters of Credit for the account of as the Borrower may request upon the delivery of a written request in the aggregate amount up form of Exhibit E hereto (a “Letter of Credit Request”) to but not exceeding the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Sublimit; provided (i) each Liabilities shall not exceed the Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; Commitment, (iii) after giving effect to such issuance, in no event shall the Total Utilization sum of Commitments exceed the Commitments then in effect; outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (iv) after giving effect to such issuanceany requested Letters of Credit) exceed an amount equal to the lesser of (1) the Total Commitment and (2) the then-current Borrowing Base Availability, (iv) the conditions set forth in no event §§10 and 11 shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; have been satisfied, and (v) in no event shall any standby amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance thereof (or such longer period as Issuing Lender may approve); provided, however, that a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Lender but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date so long as the Borrower delivers to the Issuing Lender no later than the earlier of thirty (130) five Business Days days prior to the Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the maximum amount available to be drawn under such Letter of Credit. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Revolving Credit Loan. Each Existing Letter of Credit shall upon the Closing Date be deemed to be a Letter of Credit under this Agreement. (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (2ii) a certification by the chief executive officer, president or chief financial officer of the REIT that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit F attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control. (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion. (d) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a participation therein from the Issuing Lender in an amount equal to its respective Commitment Percentage of the amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be affected by any other Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit. (e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) per annum of the face amount of such Letter of Credit (which is one year from fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to LIBOR Rate Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing Lender. (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such standby drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Agent shall promptly notify each Lender by telecopy, email, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Lender to make funds available to the Agent in such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.10(f). (g) If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. (h) Whenever at any time after the Issuing Lender has received from any Lender any such Lender’s payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participation interest was outstanding and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. (j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the Agent, the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viviii) in no event shall for any commercial Letter consequences arising from causes beyond the control of Credit (x) have an expiration date later than the earlier Agent or any Lender. None of (1) five Business Days before the Maturity Date and (2) foregoing will affect, impair or prevent the date which is 180 days from vesting of any of the date of issuance of such commercial Letter of Credit rights or (y) be issued if such commercial Letter of Credit is otherwise unacceptable powers granted to the Agent, the Issuing Bank Lender or the Lenders hereunder. In furtherance and extension and not in its reasonable discretion. Subject to limitation or derogation of any of the foregoing, any act taken or omitted to be taken by the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further in the event a Funding Default existsAgent, the Issuing Bank shall Lender or the other Lenders in good faith will be binding on the Borrower and will not be required to issue any Letter of Credit unless put the Agent, the Issuing Bank has entered into arrangements satisfactory Lender or the other Lenders under any resulting liability to it and the Borrower; provided nothing contained herein shall relieve the Issuing Lender for liability to the Borrower to eliminate arising as a result of the gross negligence or willful misconduct of the Issuing Bank’s risk with respect to Lender as determined by a court of competent jurisdiction after the participation in Letters exhaustion of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usageall applicable appeal periods.

Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that (i) each Letter of Credit shall be denominated in Dollars; , (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 50,000 or such lesser amount as is acceptable to the Issuing Bank; , (iii) after giving effect to such issuance, in no event shall (x) the Total Utilization of Commitments Revolving Outstandings shall not exceed the Commitments then in effect; Aggregate Revolving Commitments, (ivy) after giving effect to the Revolving Credit Exposure of any Lender shall not exceed such issuance, in no event shall Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Usage Obligations shall not exceed the Letter of Credit Sublimit then in effectSublimit; and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five Business Days seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, foregoing (other than clause (iv)(2)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided the that no Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided further provided, further, that in the event that any Lender is at such time a Funding Default existsDefaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by cash collateralizing Cash Collateralizing such Defaulting Lender’s Pro Rata Share Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit UsageObligations in a manner reasonably satisfactory to the Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. During In addition to Company requesting that Lenders having a Revolving Loan Commitment make Revolving Loans pursuant to subsection 2.1A(ii), Company may request, in accordance with the Commitment Periodprovisions of this subsection 3.1, subject from time to time during the period from the Closing Date to the terms and conditions hereofdate which is 30 days prior to the Revolving Loan Commitment Termination Date, the Issuing Bank agrees to that one or more Lenders issue Letters of Credit for the account of Company for the Borrower purposes specified in the aggregate amount up definitions of Commercial Letters of Credit and Standby Letters of Credit. Letters of Credit can be issued on a sight basis only. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, any one or more Lenders having a Revolving Loan Commitment may, but (except as provided in subsection 3.1B(ii)) shall not exceeding be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not request that any Lender issue (and no Lender shall issue): (i) any Letter of Credit Sublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) if, after giving effect to such issuance, in no event shall the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; ; (ivii) after giving effect to such issuance, in no event shall the any Standby Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have having an expiration date later than the earlier of (1a) five ten Business Days prior to the Maturity Revolving Loan Commitment Termination Date and (2b) the date which is one year from the date of issuance of such standby Standby Letter of Credit; and provided that the immediately preceding clause (vib) in no event shall not prevent any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days Issuing Lender from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree agreeing that a standby Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless the such Issuing Bank Lender elects not to extend for any such additional period; provided the and provided, further that, unless Requisite Lenders otherwise consent, such Issuing Bank Lender shall give notice that it will not extend any such Standby Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing at continuing; (iii) any Commercial Letter of Credit having an expiration date (a) later than the time earlier of (X) 30 days prior to the Revolving Loan Commitment Termination Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Bank must elect to allow such extension; provided further Lender in the event a Funding Default exists, the Issuing Bank shall not be required to issue its reasonable discretion; (iv) any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation denominated in Letters a currency other than Dollars; or (v) any Letter of Credit of the Defaulting Lenderif, including by cash collateralizing after giving effect to such Defaulting Lender’s Pro Rata Share of issuance, the Letter of Credit UsageUsage would exceed $10,000,000.