Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders Banks set forth in this Section 2.032.20, (1A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such make L/C Issuer in an Alternative Currency, Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (provided, that any “Back-Up Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Credit”), and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.20(a)(i) and (ii), and (2B) to honor drafts drawings under the Letters of Credit issued by it; and (Bii) the Revolving Credit Lenders Banks severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; providedfor the account of the Borrower, that no its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Issuer shall be obligated Borrowings thereunder; provided that after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter (1) the sum of Credit if as of the date of such L/C Credit Extension, (x) the aggregate principal amount of Revolving Credit Exposure Loans of any Revolving Credit Lender would Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such LenderBank’s Revolving Credit Commitment, (y2) the Outstanding Amount of the all L/C Obligations would shall not exceed the Letter of Credit Sublimit or and (z3) the Outstanding Amount of all L/C Obligations in respect of Letters each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit denominated shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth hereinhereof, (A) each L/C Issuer agreesthe Borrower may request any Fronting Bank, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration DateRevolving Commitment Period, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limitsissue, and subject to the terms and conditions hereofcontained herein, each Fronting Bank agrees, in reliance on the Borrowers’ ability agreements of the other Lenders set forth in Section 2.5(e), to obtain issue, for the account of the Borrower, one or more Letters of Credit; provided that (i) no Letter of Credit shall be fully revolvingissued if after giving effect to such issuance, and accordingly each Borrower may, during (A) the foregoing period, obtain Letters Letter of Credit Outstandings would exceed the L/C Commitment, (B) the Aggregate Revolving Outstandings would exceed the Total Revolving Commitment, (C) any Lender is at such time a Defaulting Lender, unless the applicable Fronting Bank has received (as set forth in Section 2.5(g) below) Cash Collateral or similar security satisfactory to replace Letters such Fronting Bank (in its sole discretion) from either such Defaulting Lender or the Borrower, such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit that have expired Outstandings has been reallocated pursuant to Section 2.5(g) below in respect of such Defaulting Lender’s obligation to fund under Section 2.5(f) or that other arrangements have been drawn upon entered into that are satisfactory to the Borrower and reimbursedsuch Fronting Bank (in its sole discretion), or (D) the Letter of Credit Outstandings for any particular Fronting Bank would exceed the Fronting Bank Sublimit of such Fronting Bank and (ii) no Letter of Credit shall be issued if the applicable Fronting Bank shall have received notice from the Administrative Agent or the Required Lenders (and a copy of such notice shall be delivered to the Borrower) that the conditions to such issuance have not been met.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of upon the other terms and conditions set forth herein, (Ai) each L/C Issuer agrees, Letters of Credit may be issued on the Effective Date in reliance upon order to backstop or replace existing letters of credit issued under facilities no longer available to the agreements Borrowers as of the other Revolving Credit Lenders set forth in this Section 2.03Effective Date and (ii) the Company (on behalf of the Borrowers) may request that an Issuing Lender issue, (1) at any time and from time to time on any Business Day during after the period from the Closing Effective Date to the date that is thirty (30) days and prior to the Letter of Credit Expiration 30th day prior to the Final Maturity Date, to issue Letters for the joint and several account of Credit denominated in Dollarsthe Borrowers and for the benefit of (A) any holder (or any trustee, agent or in the sole discretion other similar representative for any such holders) of such L/C Issuer Supportable Obligations, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (B) sellers of goods to the Borrowers or any of their Subsidiaries, an Alternative Currencyirrevocable trade letter of credit, for in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, a “Letter of Credit” and, collectively, the account “Letters of a Borrower Credit”) (provided, that without limiting the joint and several nature of the Borrowers’ obligations in respect of the Letters of Credit, any particular Letter of Credit may be for name only one or more Borrowers as the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(baccount party therein), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain All Letters of Credit shall be fully revolvingissued on a sight basis only. The Borrowers, the other Credit Parties and accordingly each Borrower may, during the foregoing period, obtain Lender hereby acknowledge and agree that all Existing Letters of Credit to replace shall constitute Letters of Credit that have expired or that have been drawn upon under this Agreement on and reimbursedafter the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender at the request of the Borrowers on the Effective Date.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 4.03 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Distribution Date to the date that is thirty (30) 30 days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an Alternative Currency, Currency for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations Alternative Currency Exposures (excluding those in respect of Letters of Credit denominated in an a Permitted Additional L/C Currency) would exceed the Alternative Currency would exceed $25 millionSublimit. Letters of Credit denominated in a Permitted Additional L/C Currency shall be subject to the provisions set forth in Section 2.03(p). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 On and all of after the other terms and conditions set forth hereinFunding Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Dollar Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative CurrencyCurrencies, for the account of a the Borrower (providedor for the account of any member of the Consolidated Group or BCV, that but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit may be for the account of members of the Consolidated Group or BCV inures to the benefit of Parent or the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Subsidiary of ParentBusiness Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (By) the Dollar Revolving Credit Lenders severally agree to participate purchase from the L/C Issuer a participation interest in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Dollar Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Dollar Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Letters Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount, (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Credit denominated in an Alternative Currency would Dollar Revolving Obligations shall not exceed its respective Dollar Revolving Committed Amount and (D) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $25 million3,500,000. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. During the Revolving Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the issued hereunder in an amount equal to such Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03Lender’s Revolving Commitment Percentage thereof; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (xA) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed an amount equal to TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be adjusted in respect accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Letters Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 millionits respective Revolving Committed Amount. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Initial Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an Alternative Currency, Alternate Currency for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Initial Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided, provided that no L/C Issuer shall be obligated to make issue any L/C Credit Extension with respect to any commercial Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (w) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the Revolving Credit Exposure Outstandings of any Lender under the Initial Revolving Credit Lender Facility would exceed such Lender’s Initial Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations in with respect of to Letters of Credit denominated issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment (in each case, taking the Dollar Equivalent of all amounts in an Alternative Currency would exceed $25 millionAlternate Currency). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent the Borrower or any Subsidiary of Parentthe Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 5 million; provided, that in the event Deutsche Bank AG New York Branch is an L/C Issuer, Deutsche Bank AG New York Branch shall only be obligated to issue standby Letters of Credit in accordance with the terms hereof. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the issued hereunder in an amount equal to such Lender’s Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03Commitment Percentage thereof; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (xA) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed an amount equal to FORTY MILLION DOLLARS ($40,000,000) (as such amount may be adjusted in respect accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters Revolving Obligations shall not exceed the lesser of Credit denominated in an Alternative Currency would exceed $25 million. Within (x) the foregoing limitsAggregate Revolving Committed Amount and (y) the Availability Amount for such date, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a the Borrower (provided, provided that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders Banks set forth in this Section 2.032.20, (1A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such make L/C Issuer in an Alternative Currency, Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (provided, that any “Back-Up Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Credit”), and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.20(a)(i) and (ii), and (2B) to honor drafts drawings under the Letters of Credit issued by it; and (Bii) the Revolving Credit Lenders Banks severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; providedfor the account of the Borrower, that no its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Issuer shall be obligated Borrowings thereunder; provided that after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter (1) the sum of Credit if as of the date of such L/C Credit Extension, (x) the aggregate principal amount of Revolving Credit Exposure Loans of any Revolving Credit Lender would Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such LenderBank’s Revolving Credit Commitment, (y2) the Outstanding Amount of the all L/C Obligations would shall not exceed the Letter of Credit Sublimit or and (z3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2019 Banks agreement to purchase participations in respect of Letters of Credit denominated shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2019 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an Alternative Currency would exceed $25 millionamendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all On the Closing Date, SunTrust Bank, as the Issuing Bank of the other terms and conditions set forth herein, (A) each L/C Issuer agreesExisting Letters of Credit, in reliance upon the agreements of the other Revolving Lenders pursuant to Section 2.22(d), agrees to continue the prior issuance of the Existing Letters of Credit Lenders on the terms and conditions set forth in this Section 2.03therein. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, (1) and from time to time on any Business Day during the period from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Thereafter during the Availability Period, the Issuing Bank, in reliance upon said agreements of the other Lenders pursuant to Section 2.22(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Loan Party on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is thirty five (305) days Business Days prior to the Letter of Credit Expiration Commitment Termination Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower ; (provided, that any ii) each Letter of Credit may be for in any stated amount subject, however, to the benefit provisions of Parent or clause (iii) hereof; (iii) neither the Borrower nor any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to Loan Party may request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments; and no (iv) if at the time of such request any Lender is a Defaulting Lender or any Person that Controls such Lender is a Distressed Person, the Issuing Bank shall have entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential risk with respect to such Lender. Upon the issuance of each Letter of Credit (which, as set forth in the definition thereof, includes each Existing Letter of Credit set forth on Schedule 2.22), each Lender shall be obligated to participate deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in any such Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed equal to such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount Pro Rata Share of the L/C Obligations would exceed the aggregate amount available to be drawn under such Letter of Credit Sublimit or (z) the Outstanding Amount Credit. Each issuance of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters a Letter of Credit shall be fully revolving, and accordingly deemed to utilize the Revolving Commitment of each Borrower may, during Lender by an amount equal to the foregoing period, obtain Letters amount of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedsuch participation.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer the Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03§3, (1A) from time to time on any Business Day during the period from the Closing Date to until the date that is thirty (30) days prior to the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a Borrower (providedthe Borrower, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)§3.2 below, and (2B) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower and any drawings thereunder; provided, provided that at no L/C Issuer time shall be obligated to make any L/C Credit Extension with respect to any Letter the Maximum Drawing Amount of Credit, and no Lender shall be obligated to participate in any Letter all Letters of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would outstanding exceed the Letter of Credit Sublimit or or, if less, the Total Commitment, and provided further that, at no time shall the sum of (za) the Outstanding Dollar Equivalent of the aggregate principal amount of all Syndicated Loans outstanding, plus (b) the aggregate principal amount of all Swing Line Loans outstanding, plus (c) the aggregate principal amount of all Competitive Bid Loans outstanding, plus (d) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, and provided further that, subject to §2.6 hereof, at no time shall the sum of (x) the Dollar Equivalent of the aggregate principal amount of all Syndicated Loans denominated in Alternative Currencies outstanding plus (y) the aggregate Maximum Drawing Amount of L/C Obligations in respect of all Letters of Credit denominated in an Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency would exceed $25 millionSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereofof this Agreement, the Borrowers’ ability Issuing Lender, on behalf of the Revolving Loan Lenders, agrees to obtain issue for the account of the Borrower during the 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 a maximum aggregate Stated Amount at any one time outstanding not 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 be fully revolving, have the same rights and accordingly each Borrower may, during the foregoing period, obtain obligations with respect to such Letters of Credit to replace 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 at a time when any other Revolving Loan Lender is a Defaulting Lender, unless the Issuing 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 expired no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or that have been drawn upon and reimbursedsuch Defaulting Lender which are satisfactory to the Issuing Lender in it good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 On and all of after the other terms and conditions set forth hereinClosing Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated for the account of the Borrower (or for the account of any member of the Consolidated Group, but in Dollarssuch case, or in the sole discretion of Borrower will remain obligated to reimburse such L/C Issuer in an Alternative Currencyfor any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit for the account of a Borrower (provided, that any Letter members of Credit may be for the Consolidated Group inures to the benefit of Parent or the Borrower and the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Subsidiary of ParentBusiness Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), hereunder and (2C) to honor drafts drawings under the Letters of Credit Credit; and (By) the each Revolving Credit Lenders Lender severally agree agrees to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no purchase from such L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate a participation interest in any each Letter of Credit if as of the date of issued hereunder in an amount equal to such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Pro Rata Share thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed $5.0 million (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed such Lender’s Revolving Commitment, and (D) no L/C Issuer shall be required to (but, in its sole discretion, any L/C Issuer may) issue, amend, extend or increase any Letter of Credit if, after giving effect thereto, there would be L/C Obligations arising from Letters of Credit denominated issued by such L/C Issuer in an Alternative Currency would exceed $25 millionexcess of its L/C Commitment. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. During the Revolving Commitment Period, (i) Subject subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, 2.01(b) and Section 2.03 (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the Revolving Credit Lenders severally agree issued hereunder in an amount equal to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations in respect shall not exceed ten percent (10%) of Letters the Aggregate Revolving Committed Amount (the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 millionthe lesser of (x) the Aggregate Revolving Committed Amount and (y) the Borrowing Base Amount for such date, (C) with regard to each Revolving Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (D) the Total Outstandings shall not exceed the Borrowing Base Amount. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired (or will expire within sixty (60) days) or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) on the Closing Date, each L/C Issuer Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (B) each LC Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in Canadian Dollars (subject to the sole discretion of such L/C Issuer in an Alternative Currency, limitations set forth below) for the account of a US Borrower, Canada Borrower (provided, that any or their respective Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan and Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Commitment” set forth on Appendix A, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.3(b) below and the applicable LC Issuing Banks shall continue any Existing Letters of Credit, and (2) to honor drafts drawings under the Letters of Credit Credit; and (BC) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of US Borrower or Canada Borrower or their respective Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated (w) solely with respect to participate in any Letter Letters of Credit if issued in support of obligations of Affiliates of the US Borrower or Canada Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such L/C Credit Extensionissuance, (x) the Total Utilization of Revolving Credit Exposure of any Commitments shall not exceed the Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitments then in effect and (y) the Outstanding Amount of the L/C Obligations would shall not exceed the L/C Sublimit then in effect. Each request by US Borrower or Canada Borrower for the issuance, amendment or extension of a Letter of Credit Sublimit shall be deemed to be a representation by US Borrower or Canada Borrower (zas applicable) that the Outstanding Amount of L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionclauses (x) and (y). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ US Borrower’s and Canada Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each US Borrower and Canada Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the L/C Sublimit, the US Borrower or Canada Borrower, and any Revolving Lender, may agree to and amend Appendix A to establish or increase (as the case may be) a commitment to issue Letters of Credit by such Revolving Lender, which, for the avoidance of doubt, shall not require the consent of any other Person.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date2.05, to issue Letters of Credit denominated in Dollars, or in from time to time before the sole discretion of such L/C Issuer in an Alternative Currency, 30th day prior to the Revolving Termination Date for the account account, and upon the request, of the Borrower and in support of (i) trade obligations of the Borrower and/or its Subsidiaries, which shall be payable at sight in Dollars (each such letter of credit, a “Trade Letter of Credit” and, collectively, the “Trade Letters of Credit”) and (ii) such other obligations of the Borrower that are acceptable to the Revolving Lenders (providedeach such letter of credit, that any a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, immediately after each Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by itis issued, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (Bi) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount aggregate amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit or L/C Sublimit, (zii) the Outstanding Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of the Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in respect outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedRevolving Committed Amount.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative CurrencyCurrencies, for the account of a the Borrower (providedor for the account of any member of the Consolidated Group, that but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit may be for the account of members of the Consolidated Group inures to the benefit of Parent or the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Subsidiary of ParentBusiness Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate purchase from the L/C Issuer a participation interest in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z1) the Outstanding Amount of L/C Obligations shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (2) with regard to the Revolving Lenders collectively, the Outstanding Amount of Letters Revolving Obligations shall not exceed the Aggregate Revolving Commitments and (3) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Credit denominated in an Alternative Currency would the Outstanding Amount of Revolving Obligations shall not exceed $25 millionits respective Revolving Commitment. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in full. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability LC Bank shall issue or cause the issuance of Letters of Credit on behalf of the Sellers (and, if applicable, on behalf of, or for the account of, related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller); provided, however, that the LC Bank will not be required to obtain issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto the issuance of such Letters of Credit would then cause (A) the sum of (i) the Aggregate Capital plus (ii) the LC Participation Amount to exceed the Purchase Limit or (B) the LC Participation Amount to exceed the aggregate of the LC Amounts of the LC Participants (other than LC Participants who are defaulting Purchasers). Each of the parties hereto acknowledges and agrees that (i) each outstanding and uncancelled letter of credit issued by PNC on behalf of any such Seller (and, if applicable, on behalf of, or for the account of, such related Originators or Affiliates thereof in favor of such beneficiaries as such Originators or Affiliates may elect with the consent of the applicable Seller) prior to the date hereof (“Existing Letters of Credit”), which such letters of credit are listed on Schedule G hereto, shall be deemed for all purposes of this Agreement and the other Transaction Documents to not be a Letter of Credit issued hereunder, (ii) the letter of credit issued by the LC Bank in favor of PNC pursuant to the Letter of Credit Backstop Agreement in the aggregate face amount set forth therein (the “Replacement Letter of Credit”) shall be deemed for all purposes of this Agreement and the other Transaction Documents to be a Letter of Credit issued hereunder and (iii) each Purchaser’s LC Participation Amount in respect of the Existing Letters of Credit shall instead be fully revolving, and accordingly each Borrower may, during deemed to be an LC Participation Amount in the foregoing period, obtain Replacement Letter of Credit. All amounts drawn upon Letters of Credit shall accrue Yield for each day such drawn amounts shall have not been reimbursed in the same manner that Yield accrues for Financial Institutions in accordance with Article IV. Notwithstanding anything herein to replace the contrary, including any formulas or component definitions set forth therein, if in connection with any replacement of an Existing Letter of Credit, a new Letter of Credit shall be required to be issued hereunder, causing duplicates of such Existing Letter of Credit and/or the Replacement Letter of Credit, for a period of 12 Business Days, to facilitate the Issuance of such Letter of Credit and/or the corresponding adjustments to the Existing Letters of Credit that have expired or that have been drawn upon and reimbursedand/or Replacement Letter of Credit, the LC Participation Amount for such newly issued Letter of Credit shall be deemed to be $0 (other than for purposes of calculating fees in respect of such Letters of Credit).

Letters of Credit. Within 15 business days of the date hereof, Buyer shall deliver to Seller one or more irrevocable letters of credit issued by financial institutions reasonably acceptable to Seller (athe "Letters of Credit") providing for drawings in an aggregate principal amount equal to $__________ (the "LC Amount"). The Letter Letters of Credit Commitment. shall be returned to Buyer upon the Closing of the Transactions or upon termination of this Agreement for any reason other than the following: (i) Subject Seller's termination of this Agreement pursuant to Section 4.02 and all 6.2.4 or 6.2.5, or (ii) Seller's termination of this Agreement pursuant to Section 6.2.1 because the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders 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 2.036.2.4 as a result of Buyer's breach of Section 4.1.4 for any reason, (1) from time Buyer and Seller have mutually agreed that in addition to time on any Business Day during Seller's right to draw down the period from full amount of the Closing Date Letters of Credit, Buyer shall be liable to Seller for an additional amount equal to the date that is thirty (30) days prior LC Amount. If Buyer fails to deliver the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollarswithin 15 business days of the date hereof, or in the sole discretion of such L/C Issuer in an Alternative Currencyand Seller thereafter terminates this Agreement pursuant to Section 6.2.4 as a result thereof, Buyer shall be liable to Seller for the account LC Amount. In the event that Seller terminates this Agreement for any of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by itforegoing reasons, in accordance with Section 2.03(b)view of the difficulty of determining the amount of damages which may result to Seller from such failure to consummate the Transactions, Buyer and (2) to honor drafts under Seller have mutually agreed that the proceeds of the Letters of Credit and (B) any other monies payable to Seller in accordance with the Revolving Credit Lenders severally agree to participate in 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 issued pursuant and such other monies payable to this Section 2.03; provided, that no L/C Issuer Seller in accordance with the foregoing provisions in such event shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedSeller's exclusive remedy.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Subsidiary, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (x) the Total Outstandings shall be obligated to participate in any Letter of Credit if as of not exceed the date of such L/C Credit ExtensionAggregate Commitments, (xy) the Revolving Credit Exposure of any Revolving Credit Lender would shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the applicable Revolving Credit Facility set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings, payments or disbursements, as applicable, under the Letters of Credit issued under such Revolving Credit Facility; and (B) (i) with respect to a request for a Letter of Credit (which may include bank guarantees issued in connection with transactions outside of the Revolving Credit United States) by the US Borrower or the European Borrower in respect of the Multicurrency RCF Commitments (each such letter of credit, a “Multicurrency RCF Letter of Credit”), the Multicurrency RCF Lenders severally agree to participate in Multicurrency RCF Letters of Credit issued pursuant for the account of the US Borrower and for the account of the European Borrower, and any drawings, payments or disbursements, as applicable, thereunder and (ii) with respect to this Section 2.03a request for a Letter of Credit by the US Borrower in respect of the US Dollar RCF Commitments (each such letter of credit, a “US Dollar RCF Letter of Credit” and, together with the Multicurrency RCF Letters of Credit, the “Letters of Credit”), the US Dollar RCF Lenders severally agree to participate in US Dollar RCF Letters of Credit issued for the account of the US Borrower, and any drawings, payments or disbursements, as applicable, thereunder; provided, provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (i) the Total Multicurrency RCF Outstandings shall be obligated to participate in any Letter of not exceed the Multicurrency Revolving Credit if as Facility, (ii) the Total US Dollar RCF Outstandings shall not exceed the US Dollar Revolving Credit Facility, (iii) the aggregate Outstanding Amount of the date Multicurrency RCF Loans of any Multicurrency RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency RCF L/C Credit ExtensionObligations, (x) plus such Lender’s Applicable Percentage of the Revolving Credit Exposure Outstanding Amount of any Revolving Credit Lender would all Multicurrency RCF Swing Line Loans shall not exceed such Lender’s Revolving Credit Multicurrency RCF Commitment, (yiv) the aggregate Outstanding Amount of the US Dollar RCF Loans of any US Dollar RCF Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US Dollar RCF Swing Line Loans shall not exceed such Lender’s US Dollar RCF Commitment and (v) the Outstanding Amount of the sum of (x) the Multicurrency RCF L/C Obligations would and (y) the US Dollar RCF L/C Obligations, shall not exceed the Letter of Credit Sublimit Sublimit. Each request by a Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the Outstanding Amount of L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon or payments or disbursements made in respect of, as applicable, and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of 2.14, during the other terms and conditions set forth hereinCommitment Period, (Ai) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of either (x) so long as Parent remains a Borrower (providedGuarantor, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentits Subsidiaries or (y) and if Parent ceases to be a Guarantor, the Borrower or any member of the Consolidated Group, (B) to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit issued by it; and (Bii) the Revolving Credit Lenders severally agree to participate purchase from each L/C Issuer a participation interest in Letters of Credit issued pursuant by it hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed the L/C Sublimit, (B) the Outstanding Amount of Revolving Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount and (E) with regard to each L/C Issuer individually, the Outstanding Amount of L/C Obligations with respect of to Letters of Credit denominated in an Alternative Currency would issued by such L/C Issuer shall not exceed $25 millionits respective L/C Fronting Sublimit. Within the foregoing limits, and subject Subject to the terms and conditions hereof, Parent’s or the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Parent or the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit CommitmentOn and after the Amendment No. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein6 Effective Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated for the account of the Parent Borrower (or for the account of any member of the Consolidated Group, but in Dollarssuch case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the sole discretion Dollar Equivalent of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no Lender’s L/C Issuer shall be obligated to make any L/C Credit Extension Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date purchase of such L/C Credit Extension, participation will also occur on each Revaluation Date); provided that (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150 MILLION) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) [Reserved], (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit denominated issued by such L/C Issuer in an Alternative Currency would exceed $25 millionexcess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. Within the foregoing limits, and subject 6 Effective Date). Subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Parent Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Upon notice to Administrative Agent, any Applicable Lender that is an Accelerating Lender may draw on a letter of credit posted for its benefit upon demand to the applicable issuing bank (athe “Requested Draw”) The and upon receipt of any such Requested Draw, apply any such amounts to such Applicable Lender’s Advances (and the Advances of all Agented Lenders with respect to such Applicable Lender). If upon receipt of the Requested Draw, the amount so received is in excess of such Applicable Lender’s (and its Agented Lender’s) Advances (or other Obligations then due and owing such Lenders), pay any such excess amounts to the Administrative Agent to be applied as provided in Section 7.03(a) (except that, solely for purposes of applying such excess, the references to “Lenders” in clauses Second, Third and Fourth of such Section 7.03(a) will be deemed to refer to all Lenders other than such Applicable Lender and any Agented Lender with respect to such Applicable Lender, for so long as the Obligations of such Lenders (other than such Applicable Lender and any Agented Lender with respect to such Applicable Lender) have not been indefeasibly paid in full). In the event that any Applicable Lender is not a named beneficiary to any Eligible Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date because it has become a Lender subsequent to the issue date that is thirty (30) days prior to the of such Eligible Letter of Credit Expiration Date, to issue Letters or if the amount of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Eligible Letter of Credit may needs to be for adjusted in amount as a result of an assignment among Lenders that alters the benefit Pro Rata Basis among Lenders, the Loan Parties and the assigning Lender shall use commercially reasonable efforts to replace or revise such Eligible Letter of Parent Credit to allow such Applicable Lender to be a named beneficiary thereunder (or any Subsidiary to revise the amounts of Parent) and to amend or renew such Eligible Letters of Credit previously issued by itCredit) as soon as practicable after such assignment and until such placements are made, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer assigning Lender shall be obligated to make any L/C Credit Extension act as Applicable Lender for such Agented Lender with respect to any Letter non-replaced or revised letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcredit.

Letters of Credit. (a) The Sub-Originator may request that the Purchase Price for Receivables sold on a Sale Date be paid by the Buyer procuring the issuance of a Letter of Credit Commitmentby the LC Bank. (i) Subject to Section 4.02 and all Upon the request of the other Sub-Originator, and on the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue for issuing Letters of Credit denominated in Dollarsunder the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to obtain from the SPV one or in more Letters of Credit issued by the sole discretion LC Bank on the Sale Dates specified by the Sub-Originator, on behalf of such L/C Issuer in an Alternative Currencythe SPV (and, if applicable, for the benefit, or for the account of, the Sub-Originator or an Affiliate of a Borrower (providedthe Sub-Originator that is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by the Sub-Originator or such Affiliate of the Sub-Originator, that any Letter with the consent of the Buyer. The aggregate stated amount of the Letters of Credit may be being issued on any Sale Date for the benefit of Parent the Sub-Originator or any Subsidiary an Affiliate of Parent) and the Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to amend or renew Letters the Sub-Originator on the following Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and being issued during the Interest Period (Bor portion thereof) most recently ended prior to such Payment Date exceeds the Revolving aggregate Purchase Price payable by the Buyer to the Sub-Originator on such Payment Date, such excess shall be deemed to be a reduction in the Purchase Price payable on the Payment Dates immediately following the date any such Letter of Credit Lenders severally agree to participate in Letters is issued. In the event that any such Letter of Credit issued pursuant to this Section 2.03; provided3.3 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, that no L/C Issuer (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to such undrawn amount or such reduction, as the case may be, shall be obligated paid in cash to make the Sub-Originator on the next Payment Date. Under no circumstances shall the Sub-Originator (or any L/C Credit Extension with Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect to of any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders Banks set forth in this Section 2.032.20, (1A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such make L/C Issuer in an Alternative Currency, Credit Extensions either (i) for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (provided, that any “Back-Up Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Credit”), and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.20(a)(i) and (ii), and (2B) to honor drafts drawings under the Letters of Credit issued by it; and (Bii) the Revolving Credit Lenders Banks severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; providedfor the account of the Borrower, that no its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Issuer shall be obligated Borrowings thereunder; provided that after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter (1) the sum of Credit if as of the date of such L/C Credit Extension, (x) the aggregate principal amount of Revolving Credit Exposure Loans of any Revolving Credit Lender would Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such LenderBank’s Revolving Credit Commitment, (y2) the Outstanding Amount of the all L/C Obligations would shall not exceed the Letter of Credit Sublimit or and (z3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank; provided, further that the 2017 Banks agreement to purchase participations in respect of Letters of Credit denominated shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2017 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an Alternative Currency would exceed $25 millionamendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, no Issuing Bank shall issue any Letter of Credit other than a Standby Letter of Credit.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (providedor, that any Letter with the consent of Credit may be for the benefit of Parent or any Subsidiary of Parent) Administrative Agent, its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings shall not exceed the Revolving Credit Exposure Facility, (y) the aggregate Outstanding Amount of the Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The On the Closing Date, each of Citibank and JPMorgan Chase Bank, N.A., in their respective capacities as issuers of Existing DIP Letters of Credit, shall be deemed, without further action by any party hereto, to have sold to each of the Revolving Credit Lenders, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from each of them, a participation (on the terms specified in this Section 2.05) in each Existing DIP Letter of Credit Commitment. (i) Subject issued by them equal to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other such Revolving Credit Lenders set forth Lender’s Class Percentage thereof. Concurrently with such sale, the participations in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Existing DIP Letters of Credit denominated sold pursuant to the terms of the DIP Facility to the lenders party thereto shall be automatically cancelled without further action by any of the parties hereto. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Existing DIP Letters of Credit previously issued pursuant to this subsection is absolute and unconditional and shall not be affected by itany circumstance whatsoever, in accordance with Section 2.03(b)including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and (2) that each payment by a Revolving Credit Lender to honor drafts under acquire such participations shall be made without any offset, abatement, withholding or reduction whatsoever. On the Closing Date, the participations in the Existing Prepetition Letters of Credit and (B) sold by the Revolving Credit Lenders severally agree to participate in Letters of Credit issued applicable Existing Fronting Bank pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, of the Borrowers’ ability Prepetition Credit Agreement to obtain Letters of Credit the lenders party thereto shall be fully revolving, and accordingly each Borrower may, during automatically cancelled without further action by any of the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedparties hereto.

Letters of Credit. (a) The Letter of Credit Commitment. During the Revolving Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Revolving Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the issued hereunder in an amount equal to such Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations in respect shall not exceed an amount equal to $25,000,000, the “L/C Committed Amount”), (B) with regard to the Revolving Lenders collectively, the aggregate principal amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth hereinof this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (Aeach, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Issuer agreesUndertaking") solely with respect to the Existing Letters of Credit. Notwithstanding anything to the contrary contained herein, in reliance upon the agreements of the no event shall Issuing Lender or any other Revolving Credit Lenders set forth Lender be required to issue any L/C or L/C Undertaking (or otherwise advance any credit in this Section 2.03, (1respect thereof) from time to time on any Business Day during the period from after the Closing Date other than with respect to the date that Existing Letters of Credit, and once any portion of the LC Obligations has been paid or prepaid it may not be reborrowed. If Issuing Lender is thirty (30) days prior obligated to the advance funds under a Letter of Credit Expiration DateCredit, Borrowers immediately shall reimburse such L/C Disbursement to issue Letters of Credit denominated in Dollars, Issuing Lender upon receiving written or in the sole discretion telephonic notice of such L/C Issuer in Disbursement by paying to Agent an Alternative Currencyamount equal to such L/C Disbursement not later than 11:00 a.m., for California time, on the account of a Borrower (date that such L/C Disbursement is made, provided, that any Letter of Credit may be for the benefit of Parent Administrative Borrower has received written or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date telephonic notice of such L/C Credit ExtensionDisbursement prior to 10:00 a.m., (x) California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Revolving Credit Exposure Business Day immediately following the day that Administrative Borrower receives such notice, pursuant to the foregoing, and, in the absence of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitmentreimbursement, (y) the Outstanding Amount of the L/C Obligations would exceed Disbursement immediately and automatically shall be deemed to be an Obligation hereunder (an "LC Obligation" and, collectively, the Letter of Credit Sublimit or "LC Obligations") and, thereafter, shall bear interest at the rate then applicable to Base Rate Loans under Section 2.6 (z) subject to conversion to LIBOR Rate Loans in accordance with Section 2.13). To the Outstanding Amount of extent an L/C Obligations in respect Disbursement is deemed to be an LC Obligation hereunder, Borrowers' obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting LC Obligation. Promptly following receipt by Agent of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limitsany payment from Borrowers pursuant to this paragraph, and subject Agent shall distribute such payment to the terms Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedIssuing Lender as their interests may appear.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of Each Issuing Bank agrees, on the other terms and conditions hereinafter set forth herein, (A) each L/C Issuer agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03Agreement, to issue one or more letters of credit denominated in Dollars in the form of (1x) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed issued for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time on any Business Day during the period from the Closing Date applicable Availability Period and prior to the date that is thirty five (305) days prior to the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (A) the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of Facility at such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit time and (B) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders severally agree to participate in Letters whose Revolving Credit Commitments have been so extended. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit issued pursuant to Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Section 2.03; providedAgreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no Lender obligation hereunder to issue, and shall be obligated to participate in not issue, any Letter of Credit if as the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the date time of such L/C Credit Extensionfunding, (x) is the Revolving Credit Exposure subject of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit Sanctions or (zii) the Outstanding Amount in any manner that would result in a violation of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionany Sanctions by any party to this Agreement. Within the foregoing limits, and subject Notwithstanding anything to the terms and conditions hereofcontrary provided in this Agreement, the Borrowers’ ability to obtain Letters each letter of Credit credit listed on Schedule 2.01(c) shall be fully revolving, deemed issued under this Agreement from and accordingly each Borrower may, during after the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedEffective Date.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, for the account of the Borrower or in any Restricted Subsidiary of the sole discretion of such Borrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer in an Alternative Currency, for amounts drawn on any Letters of Credit issued for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentRestricted Subsidiaries) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or such Restricted Subsidiary; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Outstandings would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer the Issuing Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.4, (1A) from time to time on any Business Day during the period from the Closing Effective Date to until the date that is thirty (30) days prior to the Letter of Credit Expiration Termination Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a either Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) either Borrower, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)clause (b) below, and (2B) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of either Borrower or any Subsidiary of either Borrower and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C LOC Credit Extension with respect to any Letter of Credit, and no (w) the aggregate amount of outstanding Letters of Credit issued by the Issuing Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extensionnot exceed its LOC Commitment, (x) the aggregate Outstanding Amount of all Revolving Credit Exposure Obligations shall not exceed the aggregate amount of all Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Credit Lender would Commitment Percentage of the Outstanding Amount of all LOC Obligations, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or Commitment and (z) the Outstanding Amount of L/C the LOC Obligations in respect shall not exceed the LOC Sublimit. Each request by a Borrower for the issuance or amendment of Letters a Letter of Credit denominated shall be deemed to be a representation by the Borrowers that the LOC Credit Extension so requested complies with the conditions set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of upon the other terms and conditions set forth herein, any Domestic Dollar Revolving Loan Borrower (Ain the case of any Domestic Dollar Letter of Credit) each L/C Issuer agreesand any Alternate Currency Revolving Loan Borrower (in the case of any Alternate Currency Letter of Credit) may request that the applicable Issuing Bank for the requested Letter of Credit (as provided in the definition of “Issuing Bank”) issue, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) at any time and from time to time on any Business Day during and after the period from the Closing Effective Date to the date that is thirty (30) days and prior to the tenth Business Day prior to the Maturity Date (or the 30th day prior to the Maturity Date in the case of Trade Letters of Credit), for the account of such Account Party and for the benefit of (x) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of such Account Party or any of its Subsidiaries, an irrevocable sight standby letter of credit, in a form customarily used by such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such standby letter of credit, a “Standby Letter of Credit Expiration Date, to issue Letters of Credit denominated Credit”) in Dollars, or in the sole discretion support of such L/C Issuer Supportable Obligations and (y) sellers of goods, materials and services used in the ordinary course of business of such Account Party or any of its Subsidiaries an Alternative Currencyirrevocable sight commercial letter of credit in a form customarily used by such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such commercial letter of credit, a “Trade Letter of Credit,” and each Trade Letter of Credit and each Standby Letter of Credit, a “Letter of Credit”) in support of commercial transactions of the Corporation and its Subsidiaries. Each Letter of Credit shall constitute either (x) a Domestic Dollar Letter of Credit, in which case such Letter of Credit shall be denominated in Dollars and shall be issued for the account of a Domestic Dollar Revolving Loan Borrower or (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parenty) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any an Alternate Currency Letter of Credit, and no Lender shall be obligated to participate in any which case such Letter of Credit if as shall be denominated in an Alternate Currency and shall be issued for the account of an Alternate Currency Revolving Loan Borrower. For the date avoidance of such L/C Credit Extensiondoubt, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the no Issuing Bank will be required to issue a Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative a given Alternate Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired under a given Alternate Currency Revolving Loan Sub-Commitment unless such Issuing Bank (or that have been drawn upon and reimbursedits affiliate) has a Commitment under such Alternate Currency Revolving Loan Sub-Commitment.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm of Credit issued pursuant for the account of the US Borrower and for the account of the European Borrower and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) the Total Revolving Credit Outstandings shall be obligated to participate in any Letter of not exceed the Revolving Credit if as of the date of such L/C Credit ExtensionFacility, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit or Sublimit, and (z) the Outstanding Amount Total Revolving Credit Outstandings denominated in Euros shall not exceed the European Revolving Loan Value. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. At Purchaser's option, the Deposit may be paid by Purchaser simultaneously herewith by Purchaser's delivering to Mall Subsidiary one or more clean, irrevocable stand-by letters of credit (athe "Letters of Credit") The in an aggregate amount equal to the Deposit in favor of Mall Subsidiary, the form of each of which shall comply with the next sentence and shall otherwise be reasonably acceptable to the Sellers and each of which shall be issued by a bank (the "Bank") with a Issuer Financial Strength Rating from S&P of A or better (without a negative credit watch if such rating is A) or a Senior Unsecured Debt Rating or Issuer Rating from Xxxxx'x of A-2 or better (without a negative credit watch if such rating is A-2). Each of the Letters of Credit shall initially have an expiration date not earlier than sixty (60) days after the initial Closing Date provided for in the first sentence of Section 5.1 hereof, and each shall provide that it can be drawn on by the Mall Subsidiary upon delivery by Mall Subsidiary to the Bank of a written notice stating that Mall Subsidiary is entitled to draw upon such Letter of Credit Commitmentpursuant to the terms of this Agreement. If one or more Letters of Credit are delivered by Purchaser: (i) Subject if the Closing occurs, the Letters of Credit shall be returned by Mall Subsidiary to Section 4.02 Purchaser at the Closing and all the Remaining Balance shall in such case be increased by the amount of the other terms Letters of Credit; (ii) if the Closing does not occur under circumstances in which Purchaser is entitled to a return of the Deposit, the Letters of Credit shall be promptly returned by Mall Subsidiary to Purchaser; and conditions set forth herein, (iii) if (A) each L/C Issuer agrees, in reliance upon the agreements Sellers shall at any time be entitled to receive the proceeds of the other Revolving Deposit or (B) Mall Subsidiary shall be holding any Letters of Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, expiration date thereof and Purchaser shall not theretofore have delivered to issue Mall Subsidiary an endorsement to such Letters of Credit denominated in Dollars, signed by the issuer thereof extending such expiration date for a minimum of sixty (60) days or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew replacement Letters of Credit previously issued by itmeeting the requirements of the first and second sentences of this Section 3.3 and bearing an expiration date at least sixty (60) days following the expiration date of the original Letters of Credit, then in accordance with Section 2.03(b), and (2) either such case Mall Subsidiary shall be entitled to honor drafts under draw the full amount of such Letters of Credit and either retain such amount (in the case of clause (A)) or pay such amount to Escrow Agent (in the case of clause (B) ), in which event the Revolving Credit Lenders severally agree to participate in Letters provisions of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer 3.2 shall be obligated to make any L/C Credit Extension apply with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedamount).

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of On any Business Day during the other terms and conditions set forth hereinAvailability Period, (A) each L/C Issuer agreesthe Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders set forth in pursuant to this Section 2.032.23, (1) from time agrees to time on any Business Day during issue, at the period from request of the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration DateBorrower, to issue standby Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (on the terms and conditions hereinafter set forth; provided, however, that any (i) each Letter of Credit may be for shall expire on the benefit earlier of Parent or any Subsidiary (A) the date one year after the date of Parent) and to amend or renew Letters issuance of such Letter of Credit previously issued by it(or in the case of any extension thereof, in accordance with Section 2.03(b), and (2one year after such extension) to honor drafts under the Letters of Credit and (B) the date that is five (5) Business Days prior to the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to Commitment Termination Date and (ii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and no Lender shall be obligated to participate in any Letter Swingline Loans plus the aggregate Franchisee LC Exposure plus the Franchisee Loan Exposure of Credit if as all Lenders would exceed the Aggregate Revolving Commitment Amount or (C) the aggregate outstanding amount of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure Loans of any Revolving Credit Lender plus such Lender’s Pro Rata Share of the outstanding amount of all LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Swingline Loans plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee LC Exposure plus such Lender’s Pro Rata Share of the outstanding amount of all Franchisee Loan Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit Commitment, (y) shall be deemed to be a representation by the Outstanding Amount of the L/C Obligations would exceed Borrower that the Letter of Credit Sublimit or (z) so requested complies with the Outstanding Amount of L/C Obligations conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Multicurrency Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue standby and commercial Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower) and to amend or renew (including without limitation by extension) Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.03 and any drawings thereunder; providedprovided that, that no as of the date of any L/C Issuer shall be obligated Credit Extension, immediately after giving effect to make any such L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) the Total Revolving Credit Outstandings shall be obligated to participate in any Letter of not exceed the Revolving Credit if as of the date of such L/C Credit ExtensionFacility, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Exposure Loans of any Multicurrency Revolving Credit Lender would exceed Lender, plus such Multicurrency Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit or and (z) the Outstanding Amount Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary member of Parentthe Consolidated Group on any Business Day, (B) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03such Lender's Revolving Commitment Percentage thereof; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (xA) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the "L/C Committed Amount"), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. If any -------------------------------- ----------------------- Lender shall obtain any payment (a) The Letter whether voluntary, involuntary, through the exercise of Credit Commitment. (i) Subject to Section 4.02 and all any right of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollarsset-off, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the otherwise) on account of a Borrower (provided, that any Letter of Credit may be for Liability of the benefit of Parent Borrower or any LC Subsidiary hereunder (other than pursuant to Section 3.08 or 4.06) in excess of Parent) and to amend or renew Letters its LC Commitment Percentage of any such payments on account of such Letter of Credit previously issued Liability obtained by itall the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in accordance such other Lenders' participations purchased pursuant to Section 3.05 as shall be necessary to cause such purchasing Lender to share the excess payment ratably with Section 2.03(b)each other Lender, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender such purchase from each other Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to each such Lender's ratable share (2) according to honor drafts under the Letters proportion of Credit and (Bi) the Revolving Credit Lenders severally amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower and each LC Subsidiary agree to participate in Letters of Credit issued that any Lender so purchasing a sub-participation from another Lender pursuant to this Section 2.03; provided4.07 may, that no L/C Issuer shall be obligated to make any L/C Credit Extension the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to any Letter of Credit, and no such sub-participation as fully as if such Lender shall be obligated to participate in any Letter of Credit if as were the direct creditor of the date Borrower or each LC Subsidiary in the amount of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedparticipation.

Letters of Credit. (a) The Letter Each payment of Credit Commitment. (i) Subject LC Obligations shall be allocated to each Domestic Revolving Lender or each Credit-Linked LC Lender, as the case may be, pro-rata in accordance with its Domestic Revolving Commitment Percentage or Credit-Linked LC Commitment Percentage, respectively; provided that, if any Domestic Revolving Lender shall have failed to pay its applicable pro-rata share of any Revolving LC Disbursement as required pursuant to Section 4.02 2.05(j), then any amount to which such Domestic Revolving Lender would otherwise be entitled pursuant to this subsection (b) shall instead be payable to the Issuing Lender; provided, further, that in the event any amount paid to any Domestic Revolving Lender or Credit-Linked LC Lender pursuant to this subsection (b) is rescinded or must otherwise be returned by the Issuing Lender, each Domestic Revolving Lender and all Credit-Linked LC Lender, as the case may be, shall, upon the request of the other terms and conditions set forth hereinIssuing Lender, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date repay to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Administrative Agent for the account of a Borrower (providedthe Issuing Lender the amount so paid to such Domestic Revolving Lender or Credit-Linked LC Lender, that any Letter of Credit may be with interest for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of period commencing on the date of such L/C Credit Extension, (x) payment is returned by the Revolving Credit Exposure of any Revolving Credit Issuing Lender would exceed until the date the Issuing Lender receives such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower mayrepayment at a rate per annum equal to, during the foregoing periodperiod to but excluding the date two Business Days after such request, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon the Federal Funds Rate, and reimbursedthereafter, the Base Rate plus 2.00% per annum.

Letters of Credit. (a) The a)The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the Revolving Credit Exposure Outstandings of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of the L/C Obligations in with respect of to Letters of Credit denominated in an Alternative Currency issued by such L/C Issuer would exceed $25 millionsuch L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: A.any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which, in each case, such L/C Issuer in good xxxxx xxxxx material to it; B.subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless all Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; C.the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; or D.the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer. (iii)An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b)Procedures for Issuance and Amendment of Letters of Credit; Auto- Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application or other agreement submitted by the Borrower 35 to, or entered into by the Borrower with the applicable L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. No Letter of Credit, Letter of Credit Application or other document entered into by the Borrower with any L/C Issuer relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and if any Letter of Credit Application includes representations and warranties, covenants and/or events of default that do not contain the materiality qualifiers, exceptions or thresholds that are applicable to the analogous provisions of this Agreement or other Loan Documents, or are otherwise more restrictive, the relevant qualifiers, exceptions and thresholds contained herein shall be incorporated therein or, to the extent more restrictive, shall be deemed for purposes of such Letter of Credit Application to be the same as the analogous provisions herein. (ii)Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the relevant L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof (such confirmation to be promptly provided by the Administrative Agent), then, subject to the terms and conditions hereof, the relevant L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii)If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto- Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal 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 “Nonrenewal 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 relevant L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.04(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. (iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c)

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentits Restricted Subsidiaries on any Business Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would shall not exceed $25 million. Within 25,000,000 (as such amount may be decreased in accordance with the foregoing limitsprovisions hereof, the “L/C Sublimit”), (y) the Outstanding Amount of Revolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and subject (z) with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof. (d)

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Credit Outstandings shall not exceed the Revolving Credit Exposure Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit CommitmentOn and after the Amendment No. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein23 Effective Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated for the account of the Parent Borrower (or for the account of any member of the Consolidated Group, but in Dollarssuch case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the sole discretion Dollar Equivalent of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no Lender’’s L/C Issuer shall be obligated to make any L/C Credit Extension Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date purchase of such L/C Credit Extension, participation will also occur on each Revaluation Date); provided that (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150.0 MILLION) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit denominated issued by such L/C Issuer in an Alternative Currency would exceed $25 millionexcess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. Within the foregoing limits, and subject 3 Effective Date). Subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Parent Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to the date that is thirty (30) days prior to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars, Dollars or in one or more Alternative Currencies at the sole discretion request of such L/C Issuer in an Alternative Currency, the Borrower Agent for the account of a the Company, any other Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Restricted Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company, any other Borrower or any Restricted Subsidiary and any drawings thereunder; provided, provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (xA) the Total Outstandings would exceed the Aggregate Commitments, (B) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Revolving Lender’s Revolving Credit Commitment, and (yC) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower Agent for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower Agent that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the L/C Issuer have approved such expiry date; 49 119482860_14 #193013499_v7

Letters of Credit. (a) The Letter of Credit Commitment. During the Revolving Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Dollar Tranche Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Dollar Tranche Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit issued hereunder in an amount equal to such Dollar Tranche Lender’s Revolving Commitment Percentage thereof; provided, that (i) the aggregate principal amount of L/C Obligations shall not exceed an amount equal to the lesser of (A) TWENTY-FIVE MILLION DOLLARS ($25,000,000) and (B) the Revolving Credit Lenders severally agree to participate undrawn portion of the Aggregate Dollar Tranche Commitments (as such amount may be adjusted in Letters of Credit issued pursuant to this Section 2.03; providedaccordance with the provisions hereof, that no the “L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionCommitted Amount”), (xii) with regard to the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit CommitmentDollar Tranche Lenders collectively, (y) the aggregate Outstanding Amount of the L/C Dollar Tranche Obligations would shall not exceed the Letter Aggregate Dollar Tranche Commitments and (iii) with regard to each Dollar Tranche Lender individually, such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage of Credit Sublimit or (z) the Outstanding Amount of L/C Dollar Tranche Obligations in respect of Letters of Credit denominated in an Alternative Currency would shall not exceed $25 millionits respective Dollar Tranche Committed Amount. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03§3, (1A) from time to time on any Business Day during the period from the Closing Date to until the date day that is thirty ten (3010) days prior to the Letter of Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a Borrower (providedthe Borrower, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)§3.2 below, and (2B) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower and any drawings thereunder; provided, provided that (w) at no L/C Issuer time shall be obligated to make any L/C Credit Extension with respect to any Letter the Maximum Drawing Amount of Credit, and no Lender shall be obligated to participate in any Letter all Letters of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would outstanding exceed the Letter of Credit Sublimit or or, if less, the Total Commitment, (x) at no time shall the sum of (1) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans outstanding, plus (2) the aggregate principal amount of all Swing Line Loans outstanding, plus (3) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, (y) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the sum of the Maximum Drawing Amount of all Letters of Credit outstanding and issued by any Issuing Bank plus all Unreimbursed Amounts owing to such Issuing Bank exceed $170,000,000 in the aggregate, and (z) subject to §2.6 hereof, at no time shall the Outstanding sum of (I) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans denominated in Alternative Currencies outstanding plus (II) the aggregate Maximum Drawing Amount of L/C Obligations in respect of all Letters of Credit denominated in an Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency would exceed $25 millionSublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders Banks set forth in this Section 2.032.09, (1) from time to time on any Business Day during the period from the Closing Effective Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an Alternative Currency, Approved Alternate Currency for the account of a API, the Borrower (providedor the Restricted Subsidiaries, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.09(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders Banks severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.09 for the account of API, the Borrower or the Restricted Subsidiaries and any drawings thereunder; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender Bank shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings shall not exceed the Total Commitment, (x) the Revolving Credit Exposure of any Revolving Credit Lender Bank would exceed such LenderBank’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) such L/C Issuer’s L/C Obligations would exceed such L/C Issuer’s L/C Commitment; provided that any L/C Issuer may, following a request from the Borrower, each in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s L/C Commitment so long as the Outstanding Amount of all L/C Obligations in respect of Letters shall not exceed the Letter of Credit denominated in an Alternative Currency would exceed $25 millionSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 the terms and conditions hereof and provided that all of the other terms conditions contained in Sections 10 and conditions set forth herein11 have been satisfied, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, Issuing Bank agrees to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower, from the date of this Agreement to, but not including, the Revolving Credit Maturity Date at such times as the Borrower (may request; provided, however, that any Letter the aggregate amount of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), (including such requested Letter of Credit) at any one time Outstanding shall not exceed the lesser of (i) the Total Revolving Credit Commitment minus the aggregate amount of Outstanding Revolving Credit Loans (including any Swing Line Loans and (2) to honor drafts amounts drawn under the any Letters of Credit and not yet reimbursed by the Borrower), or (Bii) the Revolving Credit Lenders severally agree to participate in Letters Letter of Credit issued Sublimit. The issuance of a Letter of Credit pursuant to this Section 2.032.9(a) shall be deemed to reduce the aggregate of the unborrowed Revolving Credit Commitments of the Revolving Credit Banks then in effect by an amount equal to the undrawn face amount of such Letter of Credit as set forth herein. In no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under a Letter of Credit. Each Revolving Credit Bank severally agrees to participate in each such Letter of Credit issued by the Issuing Bank in an amount equal to its Revolving Credit Commitment Percentage of the total amount of the Letter of Credit requested by the Borrower; provided, however, that no L/C Issuer Revolving Credit Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated required to participate in any Letter of Credit if to the extent that its participation therein plus (x) such Revolving Credit Bank's participation in the aggregate of all other Letters of Credit and Swing Line Loans Outstanding, and (y) such Revolving Credit Bank's Revolving Credit Commitment Percentage of the amount of any Revolving Credit Loans and Swing Line Loans Outstanding (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), would exceed an amount equal to such Revolving Credit Bank's Revolving Credit Commitment as then in effect. Each Revolving Credit Bank agrees with the Agent that it will participate in each Letter of Credit issued by the Issuing Bank to the extent required by the preceding sentence. No Revolving Credit Bank's obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit Bank's failure to participate in the same or any other Letter of Credit. The Existing Letters of Credit shall upon the Closing Date be deemed to be a Letter of Credit under this Agreement. Within ten (10) Business Days of the date of such L/C Credit Extensionthis Agreement, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Borrower shall obtain replacement Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within issued by KeyBank as Issuing Bank to replace the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Existing Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. (ai) The If any Revolving Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit Commitment. is at the time outstanding, any Issuing Lender (ix) Subject may by notice to Section 4.02 Borrower and all such Defaulting Lender or Potential Defaulting Lender through Administrative Agent, require Borrower, such Defaulting Lender or such Potential Defaulting Lender to cash collateralize the obligations of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, Borrower to such Issuing Lender in reliance upon the agreements respect of the other Revolving such Letter of Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date an amount equal to the date that is thirty (30) days prior to Pro Rata Share of the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Liability (contingent or in the sole discretion otherwise) of such L/C Issuer Defaulting Lender or such Potential Defaulting Lender, as the case may be, in an Alternative Currencyrespect thereof, for the account of a Borrower and (provided, that any y) will not be required to amend or extend such Letter of Credit may be for the benefit unless Issuing Lender is reasonably satisfied that any exposure that would result therefrom is eliminated or fully covered, whether by cash collateralization or otherwise; provided that, at Borrower’s option, instead of Parent such cash collateralization, Borrower may, by notice to Administrative Agent and Issuing Lender, elect to reallocate all or any Subsidiary part of Parent) and the Defaulting Lender’s or Potential Defaulting Lender’s Pro Rata Share of Letter of the Credit Liability with respect to amend or renew Letters such Letter of Credit previously issued by it, in accordance with Section 2.03(b), among all Revolver Lenders that are not Defaulting Lenders or Potential Defaulting Lenders but only to the extent (x) the sum of (i) the aggregate Pro Rata Shares of all Revolver Lenders that are not Defaulting Lenders or Potential Defaulting Lenders of (1) the outstanding Revolver Loans and (2) all Letter of Credit Liabilities with respect to honor drafts under the all outstanding Letters of Credit and plus (Bii) such Defaulting Lender’s or Potential Defaulting Lender’s Pro Rata Share of the Revolving Credit Lenders severally agree to participate in Letters aggregate Letter of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension Liability with respect to any Letter all outstanding Letters of Credit, and no except to the extent cash collateralized, does not exceed the Revolver Loan Commitment (excluding the Revolver Loan Commitment of any Defaulting Lender shall be obligated or Potential Defaulting Lender except to participate in the extent of any Letter of Credit if as of the date outstanding Revolver Loans of such L/C Credit Extension, (xDefaulting Lender or Potential Defaulting Lender) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, and (y) the Outstanding Amount conditions set forth in Section 7.03 are satisfied at such time (in which case the Revolver Loan Commitment of all Defaulting Lenders or Potential Defaulting Lender shall be deemed to be zero (except to the L/C Obligations would exceed the extent cash collateral has been posted in respect of any portion of such Defaulting Lender’s or Potential Defaulting Lender’s Letter of Credit Sublimit or (zLiability) for purposes of any determination of the Outstanding Amount Revolver Lenders’ respective Pro Rata Shares of L/C Obligations in respect of Letters Letter of Credit denominated in an Alternative Currency would exceed $25 million. Within Liabilities (including for purposes of all fee calculations hereunder)); provided, further, that no such reallocation by Borrower shall change the foregoing limitsstatus of a Defaulting Lender or Potential Defaulting Lender as such, or otherwise limit, reduce or qualify the obligations of such Defaulting Lender or Potential Defaulting Lender with respect to its obligations under this Agreement and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedother Loan Documents.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability Revolving Credit Commitments may be utilized, upon the request of Borrower, in addition to obtain the Revolving Credit Loans provided for by Section 2.01(a), for standby and documentary letters of credit (herein collectively called "Letters of Credit") issued by the Issuing Lender for the account of Borrower or any Subsidiary which is an Obligor (provided, that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $20.0 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly each Borrower may, during or 180 days after the foregoing period, obtain date of such issuance (or as otherwise agreed with the Issuing Lender) for documentary Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to replace the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be automatically extendible for periods of up to one year (but never beyond the fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, unless the Majority Revolving Credit Lenders have approved such expiry date in writing, or (vi) the Issuing Lender issue any Letter of Credit after it has received notice from Borrower or the Majority Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) waiver of such Default in accordance with this Agreement or (z) the Administrative Agent's good faith determination that such Default has ceased to exist. The following additional provisions shall apply to Letters of Credit that have expired or that have been drawn upon and reimbursed.Credit:

Letters of Credit. (a) The Letter of Credit Commitment. During the Revolving Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue or extend Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an Alternative Currency, Currency for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary member of Parentthe Consolidated Group on any Business Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed TEN MILLION DOLLARS ($10,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Lenders collectively, the Outstanding Amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of the Outstanding Amount of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to the date that is thirty (30) days prior to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars, or in at the sole discretion request of such L/C Issuer in an Alternative Currency, the Borrower Agent for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any other Loan Party or Subsidiary of Parentthereof as to which all "know your customer" or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a "Borrower" in this Section 2.03 shall be deemed to include reference to such other Loan Party and any applicable Subsidiary, as the case may be, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of a Borrower and any drawings thereunder; provided, provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit not then outstanding, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower Agent for the issuance or (z) the Outstanding Amount amendment of L/C Obligations in respect of Letters a Letter of Credit denominated shall be deemed to be a representation by the Borrower Agent that the Letter of Credit Extension so requested complies with the conditions set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of Upon the other terms and subject to the conditions herein set forth hereinforth, (A) each L/C Issuer agreesthe Borrower may request the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) at any time and from time to time on any Business Day during the period from the Closing Date to after the date that is thirty (30) days hereof and prior to the Letter of Credit Expiration Termination Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limitsissue, and subject to the terms and conditions hereofcontained herein, the Borrowers’ ability to obtain Issuing Bank shall issue, for the account of the Borrower, one or more Letters of Credit in Dollars; provided that no Letter of Credit shall be fully revolvingissued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, (ii) the aggregate outstanding amount of the Revolving Loans, Letter of Credit Outstandings, and accordingly each Borrower maySwingline Loans would exceed the Revolving Loan Cap, during or (iii) the foregoing periodaggregate outstanding amount of the Revolving Loans of any Revolving Loan Lender, obtain Letters plus such Revolving Loan Lender’s Revolving Loan Commitment Percentage of the outstanding amount of all Letter of Credit to replace Letters Outstandings, plus such Revolving Loan Lender’s Revolving Loan Commitment Percentage of the outstanding amount of all Swingline Loans would exceed such Revolving Loan Lender’s Revolving Loan Commitment; and provided, further, that no Letter of Credit shall be issued if (A) the Issuing Bank shall have received notice from the Administrative Agent or the Required Revolving Loan Lenders that the conditions to such issuance have expired not been met or (B) there exists a Deteriorating and/or Delinquent Lender, unless (i) such Revolving Loan Lender’s participation with respect to such Letter of Credit is reallocated pursuant to Section 8.12, or (ii) the Issuing Bank has otherwise entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such Letter of Credit of such Revolving Loan Lender, which arrangements may include the Borrower cash collateralizing such Deteriorating and/or Delinquent Lender’s participation with respect to such Letter of Credit in accordance with Section 8.12; and provided further that have been drawn the Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (X) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and reimbursed.which the Issuing Bank in good xxxxx xxxxx material to it, or (Y) the issuance of such Letter of 62

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 On and all of after the other terms and conditions set forth hereinFunding Date, (Ax) each the L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Dollar Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative CurrencyCurrencies, for the account of a the Borrower (providedor for the account of any member of the Consolidated Group, that but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit may be for the account of members of the Consolidated Group inures to the benefit of Parent or the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Subsidiary of ParentBusiness Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (By) the Dollar Revolving Credit Lenders severally agree to participate purchase from the L/C Issuer a participation interest in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Dollar Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Dollar Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Dollar Revolving Lenders collectively, the Outstanding Amount of Letters Dollar Revolving Obligations shall not exceed the Aggregate Dollar Revolving Committed Amount and (C) with regard to each Dollar Revolving Lender individually, such Dollar Revolving Lender’s Dollar Revolving Commitment Percentage of Credit denominated in an Alternative Currency would Dollar Revolving Obligations shall not exceed $25 millionits respective Dollar Revolving Committed Amount. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything contained herein, no Letters of Credit may be used to support the IAC Dividend, the Spin-Off, any transaction contemplated by the Spin-Off or contemplated by Section 8.12. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Funding Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section ‎Section 2.03, (1) from time to time on any Business Day during the period from the Closing Funding Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an Alternative Currency, Available Currency for the account of a the Borrower (provided, provided that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower so long as the Borrower is a co-applicant with respect to such Letter of Credit) and to amend or renew Letters of Credit previously issued by it, in accordance with Section ‎Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section ‎Section 2.03; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) Sublimit; provided, further, that notwithstanding anything herein to the Outstanding Amount of contrary, no L/C Obligations in respect of Issuer shall have any obligation to issue trade Letters of Credit denominated in an Alternative Currency would exceed $25 millionwithout its consent (including pursuant to a separate agreement with the Borrower). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary member of Parentthe Consolidated Group on any Business Day, (B) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) each Lender irrevocably and unconditionally agrees to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the Revolving Credit Lenders severally agree issued hereunder in an amount equal to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed NINETY MILLION DOLLARS ($90,000,000) (as such amount may be increased or decreased in respect accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the Revolving Credit Lenders severally agree issued hereunder in an amount equal to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed an amount equal to THIRTY MILLION DOLLARS ($30,000,000) (as such amount may be adjusted in respect accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters Revolving Obligations shall not exceed the lesser of Credit denominated in an Alternative Currency would exceed $25 million. Within (x) the foregoing limitsAggregate Revolving Committed Amount and (y) the Borrowing Base Amount for such date, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. Each Revolving Lender agrees to cause Letters of Credit to be issued by the Issuing Lender for the account of Borrower (a) The provided any such Letter of Credit Commitment. can be issued in the name or for the benefit of any Affiliate or other Person designated by Borrower) for any of the purposes for which Borrower can obtain an Advance under the Revolving Credit Facility; provided, that (i) Subject to Section 4.02 and all each such Letter of Credit shall be issued on a Business Day, (ii) after the other terms and conditions set forth hereinissuance of any such Letter of Credit, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, Exposure must be less than or equal to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for Revolving Commitment under the account of a Borrower Long Term Revolving Facility (provided, that any Letter of Credit as the same may be for adjusted as herein provided) less the benefit sum of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by itall outstanding Advances under the Long TermRevolving Facility (including, in accordance with Section 2.03(bwithout limitation, Swingline Advances), and (2B) to honor drafts the Letter of Credit Exposure shall not exceed fifteen percent (15%) of the Revolving Commitment, and (iii) each such Letter of Credit must have an expiration date no later than the Long Term Revolving Facility Termination Date. To the extent that funds are ever drawn under any of the Letters of Credit and (B) not repaid by Borrower, each such draw will be paid by the Issuing Lender, and each of the Revolving Credit Lenders severally agree to participate will make an Advance under the Long Term Revolving Facility in Letters the amount of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as such Lender's Revolving Loan Percentage of the date of amount so paid by the Issuing Lender to reimburse the Issuing Lender for such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimburseddraw.

Letters of Credit. (a) The As a further condition to the effectiveness of this Sublease, Sublessee shall deliver to Sublessor, on the date that Sublessee executes and delivers this Sublease to Sublessor, two (2) Irrevocable Standby Letters of Credit (each a “Letter of Credit”). One of such Letters of Credit Commitmentshall be in the amount of One Million Seven Hundred Seventy Dollars ($1,779,000.00) (the “Termination Fee LC”), which Termination Fee LC assures payment of the damages Sublessor will incur by becoming liable to pay Termination Fee. It is acknowledged and agreed that Sublessor can draw upon the Termination Fee LC under any of the following conditions: (i) Subject to a Sublease Event of Default (as defined in Section 4.02 and all of the other terms and conditions set forth herein, (A4.11 below) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in occurs under this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Sublease prior to the date that Sublessor is thirty required to return the Termination Fee LC under Section 4.13(d) below; or (ii) Sublessee fails to meet the conditions necessary to exercise the Extension Option provided in Section 4.13 hereof; or (iii) Sublessee fails to exercise the Extension Option provided in Section 4.13; or (iv) if Sublessee exercises the Extension Option as provided in Section 4.13 below, but does not maintain the EBITDA Test (as defined in Section 4.13 below) as evidenced in the eight (8) fiscal quarters of filed, publicly available financial statements ending April 30, 2022. The other Letter of Credit shall be in the amount of Three Million Nine Hundred Sixty Seven Thousand One Hundred Two Dollars ($3,881,050.07) (the “Rent LC”), and the Face Amount of each Letter of Credit shall be referred to herein as the “Minimum Amount”. Each Letter of Credit shall (1) be addressed to Sublessor, (2) be in the form attached hereto as Exhibit B, (3) be issued by Bank of America, initially, provided if a replacement Letter of Credit is provided hereunder, Bank of America, Citicorp, Xxxxx Fargo Bank, PNC Bank, Chase and US Bancorp are hereby approved as issuing banks (the “Approved Banks”), provided further the Letter of Credit may be provided by an issuing bank that is not an Approved Bank provided such bank shall be acceptable to Sublessor in Sublessor’s sole discretion (4) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier September 30, 2022 or in the alternative, have a term of not less than one (1) year and be automatically renewable for additional one (1)-year periods until a date not sooner than September 30, 2022, unless, on or before the date sixty (60) days prior to the Letter expiration of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion term of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any the issuer of such Letter of Credit if as gives notice to Sublessor of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, each Letter of Credit shall provide that, in the date event of such L/C Credit ExtensionSublessor’s assignment of its interest in this Sublease, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject shall be freely transferable by Sublessor to the terms and conditions hereof, assignee without charge to Sublessor or approval of the Borrowers’ ability to obtain Letters issuer. Each Letter of Credit shall be fully revolvingprovide for same day payment to Sublessor upon the issuer’s receipt of a sight draft from Sublessor together with Sublessor’s certificate certifying that the requested sum is due and payable from Sublessee and Sublessee has failed to pay, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedwith no other conditions.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a the Borrower (provided, provided that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension and after giving effect thereto, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Total Outstandings would exceed the Line Cap at such time or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. - 74-

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary member of Parentthe Consolidated Group on any Business Day, (B) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations shall not exceed SIXTY MILLION DOLLARS ($60,000,000) (as such amount may be increased or decreased in respect accordance with the provisions hereof, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary member of Parentthe Consolidated Group on any Business Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the Revolving Credit Lenders severally agree issued hereunder in an amount equal to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed SEVEN MILLION DOLLARS ($7,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) with regard to the Lenders collectively, the Outstanding Amount of Revolving Loan Obligations shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Loan Obligations shall not exceed its respective Revolving Committed Amount. Letters of Credit will be denominated in an Alternative Currency would exceed $25 millionDollars. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. If any LC Lender shall obtain any payment (a) The Letter whether voluntary, involuntary, through the exercise of Credit Commitment. (i) Subject to Section 4.02 and all any right of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollarsset-off, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the otherwise) on account of a Borrower (provided, that any Letter of Credit may be for Liability of the benefit of Parent Borrower or any LC Subsidiary hereunder (other than pursuant to Section 3.07 or 4.06) in excess of Parent) and to amend or renew Letters its LC Commitment Percentage of any such payments on account of such Letter of Credit previously issued Liability obtained by itall the LC Lenders, such LC Lender shall forthwith purchase from the other LC Lenders such participations in accordance such other LC Lenders' participations purchased pursuant to Section 3.04 as shall be necessary to cause such purchasing LC Lender to share the excess payment ratably with Section 2.03(b)each other LC Lender, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LC Lender such purchase from each other LC Lender shall be rescinded and each such LC Lender shall repay to the purchasing LC Lender the purchase price to the extent of such recovery together with an amount equal to each such LC Lender's ratable share (2) according to honor drafts under the Letters proportion of Credit and (Bi) the Revolving Credit Lenders severally amount of such LC Lender's required repayment to (ii) the total amount so recovered from the purchasing LC Lender) of any interest or other amount paid or payable by the purchasing LC Lender in respect of the total amount so recovered. The Borrower and each LC Subsidiary agree to participate in Letters of Credit issued that any LC Lender so purchasing a sub-participation from another LC Lender pursuant to this Section 2.03; provided4.07 may, that no L/C Issuer shall be obligated to make any L/C Credit Extension the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to any Letter of Credit, and no such sub-participation as fully as if such LC Lender shall be obligated to participate in any Letter of Credit if as were the direct creditor of the date Borrower or each LC Subsidiary in the amount of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedparticipation.

Letters of Credit. (a) The a)The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a Borrower (providedthe Company or its Subsidiaries, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Exposure Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender would Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Company for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Company that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. At Purchaser's option, the Deposit may be paid by Purchaser simultaneously herewith by Purchaser's delivering to Mall Subsidiary one or more clean, irrevocable stand-by letters of credit (athe "Letters of Credit") The in an aggregate amount equal to the Deposit in favor of Mall Subsidiary, the form of each of which shall comply with the next sentence and shall otherwise be reasonably acceptable to the Sellers and each of which shall be issued by a bank (the "Bank") with a Issuer Financial Strength Rating from S&P of A or better (without a negative credit watch if such rating is A) or a Senior Unsecured Debt Rating or Issuer Rating from Moody's of A-2 or better (without a negative credit watch if such ratxxx xx A-2). Each of the Letters of Credit shall initially have an expiration date not earlier than sixty (60) days after the initial Closing Date provided for in the first sentence of Section 5.1 hereof, and each shall provide that it can be drawn on by the Mall Subsidiary upon delivery by Mall Subsidiary to the Bank of a written notice stating that Mall Subsidiary is entitled to draw upon such Letter of Credit Commitmentpursuant to the terms of this Agreement. If one or more Letters of Credit are delivered by Purchaser: (i) Subject if the Closing occurs, the Letters of Credit shall be returned by Mall Subsidiary to Section 4.02 Purchaser at the Closing and all the Remaining Balance shall in such case be increased by the amount of the other terms Letters of Credit; (ii) if the Closing does not occur under circumstances in which Purchaser is entitled to a return of the Deposit, the Letters of Credit shall be promptly returned by Mall Subsidiary to Purchaser; and conditions set forth herein, (iii) if (A) each L/C Issuer agrees, in reliance upon the agreements Sellers shall at any time be entitled to receive the proceeds of the other Revolving Deposit or (B) Mall Subsidiary shall be holding any Letters of Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, expiration date thereof and Purchaser shall not theretofore have delivered to issue Mall Subsidiary an endorsement to such Letters of Credit denominated in Dollars, signed by the issuer thereof extending such expiration date for a minimum of sixty (60) days or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew replacement Letters of Credit previously issued by itmeeting the requirements of the first and second sentences of this Section 3.3 and bearing an expiration date at least sixty (60) days following the expiration date of the original Letters of Credit, then in accordance with Section 2.03(b), and (2) either such case Mall Subsidiary shall be entitled to honor drafts under draw the full amount of such Letters of Credit and either retain such amount (in the case of clause (A)) or pay such amount to Escrow Agent (in the case of clause (B) ), in which event the Revolving Credit Lenders severally agree to participate in Letters provisions of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer 3.2 shall be obligated to make any L/C Credit Extension apply with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedamount).

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C the Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to the date that is thirty (30) days prior to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit denominated in Dollars, or in at the sole discretion request of such L/C Issuer in an Alternative Currency, the Borrower Agent for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any other Loan Party or Domestic Subsidiary of Parentthereof as to which all “know your customer” or other similar requirements have been satisfied) so long as such Borrower is a joint and several co-applicant; references to a “Borrower” in this Section 2.03 shall be deemed to include reference to such other Loan Party and any applicable Domestic Subsidiary, as the case may be, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the a Borrower and any drawings thereunder; provided, provided that no L/C the Letter of Credit Issuer shall not be obligated to make any L/C Letter of Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Letter of Credit Extension, (xA) the Total Revolving Credit Outstandings would exceed the Maximum Borrowing Amount, (B) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment, or (yC) the Outstanding Amount of the L/C all Letter of Credit Obligations would exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower Agent for the issuance or (z) the Outstanding Amount amendment of L/C Obligations in respect of Letters a Letter of Credit denominated shall be deemed to be a representation by the Borrower Agent that the Letter of Credit Extension so requested complies with the conditions set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower the 75 [Matrix] Credit Agreement #85638137 Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) as to standby Letters of Credit, more than twelve months after the date of issuance or last renewal, and (ii) as to commercial Letters of Credit, later than the earlier of (1) 270 days after the date of issuance thereof and (2) 60 days before the Letter of Credit Expiration Date, unless in each case the Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date; (iii) The Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit or any Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is in an initial amount less than the Dollar Equivalent of $10,000; or (D) any Lender is at that time a Defaulting Lender, unless the Letter of Credit Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Letter of Credit Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iv) The Letter of Credit Issuer shall not amend any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 76 [Matrix] Credit Agreement #85638137 (v) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer. (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 Landlord and all of the other terms Tenant hereby acknowledge and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by itagree that, in accordance with Section 2.03(bthe terms of Article VI of the Office Lease, Landlord currently holds two Irrevocable Standby Letters of Credit, namely Letter of Credit No. SVB01IS3689 in the amount of $600,000.00, and Letter of Credit No. SVB001S2056 in the amount of $1,000,000.00 (collectively, the "LETTERS OF CREDIT"), both of which Letters of Credit were issued by Silicon Valley Bank (the "LC LENDER"). Tenant acknowledges that neither the Letters of Credit nor the proceeds thereof are an asset of Tenant, and (2) in the event of a bankruptcy action filed by or against Tenant, they shall not be part of the Tenant's estate. Immediately upon the full execution and delivery of this Agreement by Landlord and Tenant, Landlord shall have the right to honor drafts draw down upon the entire amount of the Letters of Credit, and to keep the proceeds of such draws for Landlord's own account. Tenant shall exercise its best efforts to assist Landlord in its effort to draw upon the full amount of the Letters of Credit, including, but not limited to, by confirming to the LC Lender that Landlord has the right to draw on the full amount of the Letters of Credit, and by executing any and all documents required by the LC Lender, or reasonably required by Landlord, in connection with any draw request and taking any other actions necessary to facilitate the draws on the Letters of Credit. Any costs or fees charged by the LC Lender in connection with the Landlord's draw thereof shall be reimbursed by Tenant to Landlord promptly upon Landlord's submission of an invoice to Tenant for such amounts. Tenant hereby acknowledges and agrees that the amounts being drawn under the Letters of Credit are being drawn pursuant to the terms of the Office Lease Agreement dated as of February 7, 2000, as amended, between Tenant, as tenant and (B) Landlord, as landlord, for certain premises located at Shoreline Technology Park, Mountain View, California. A failure of Landlord to be able to draw the Revolving Credit Lenders severally agree to participate in entire amount of the Letters of Credit issued pursuant shall, at Landlord's option, either (i) be deemed a default by Tenant under this Agreement, which shall entitle Landlord to this exercise all of its remedies hereunder, as more particularly set forth in Section 2.03; provided7, that no L/C Issuer below, or (ii) Landlord shall be obligated entitled to make any L/C Credit Extension with respect demand a cash payment from Tenant in the amount of the unsatisfied draw, which amount shall be payable by Tenant to any Letter Landlord within five (5) business days of CreditLandlord's request therefor, and no Lender Tenant's failure to timely pay such amount shall be obligated constitute a default by Tenant under this Agreement, which shall entitle Landlord to participate exercise all of its remedies hereunder, as more particularly set forth in any Letter of Credit if as of the date of such L/C Credit ExtensionSection 7, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedbelow.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower on any Business Day, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a participation interest in the Letters of Credit and (B) the Revolving Credit Lenders severally agree issued hereunder in an amount equal to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (yA) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount aggregate principal amount of L/C Obligations in respect shall not exceed an amount equal to $20,000,000, the “L/C Committed Amount”), (B) with regard to the Lenders collectively, the aggregate principal amount of Letters of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 million. Within the foregoing limitsAggregate Revolving Committed Amount, and subject (C) with regard to each Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (ia) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of the Borrower or a Borrower Subsidiary (provided, that the Borrower is liable for any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentissued to a Subsidiary) and to amend amend, extend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor compliant drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Dollar Equivalent of the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Revolving Credit Borrower (provided, except that any Letter it is acknowledged that the Existing Letters of Credit may be are issued for the benefit account of Parent or any Subsidiary of Parent) GII), and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Revolving Credit Borrower (or, in the case of the Existing Letters of Credit, for the account of GII) and any drawings thereunder; provided that (A) no Letter of Credit may be issued (or, in the case of the Existing Letters of Credit, the Existing Letters of Credit shall not be deemed to this Section 2.03; provided, that no L/C Issuer shall be obligated have been issued hereunder) unless the Term Borrowing has been made available or is made available on the same day as the issuance of such Letter of Credit and (B) after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Exposure Outstandings at such time shall not exceed the Revolving Credit Facility Amount at such time, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender would Lender, plus such Lender’s aggregate Participation in the Outstanding Amount of all L/C Obligations, plus such Lender’s aggregate Participation in the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would at such time shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Revolving Credit Borrower (or, in the case of any Existing Letter of Credit, GII) for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Revolving Credit Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Revolving Credit Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Revolving Credit Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of Each Issuing Bank agrees, on the other terms and conditions hereinafter set forth herein, (A) each L/C Issuer agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03Agreement, to issue one or more letters of credit denominated in Dollars in the form of (1x) trade letters of credit in support of trade obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed issued for the joint and several account of the Borrower and such Subsidiary) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time on any Business Day during the period from the Closing Date applicable Availability Period and prior to the date that is thirty five (305) days prior to the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (A) the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of Facility at such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit time and (B) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders; provided that if (i) the Termination Date has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders severally agree to participate in Letters of whose Revolving Credit issued pursuant to this Section 2.03Commitments have been so extended; providedprovided further, that no L/C Issuer Royal Bank of Canada and its affiliates shall not be obligated to make issue Trade Letters of Credit. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit Application on such Issuing Bank’s standard form in connection with any L/C request for a Letter of Credit. 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 Extension with respect Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no Lender obligation hereunder to issue, and shall be obligated to participate in not issue, any Letter of Credit if as the proceeds of which would be made available to any person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the date time of such L/C Credit Extensionfunding, (x) is the Revolving Credit Exposure subject of any Revolving Credit Lender Sanctions or (ii) in any manner that would exceed such Lender’s Revolving Credit Commitmentresult in a violation of any Sanctions by any party to this Agreement. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.01(c) (y) the Outstanding Amount of the L/C Obligations would exceed the each, an “Existing Letter of Credit Sublimit or (zCredit”) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, deemed issued under this Agreement from and accordingly each Borrower may, during after the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedEffective Date.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of During the other terms and conditions set forth hereinCommitment Period, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, severally agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative CurrencyCurrencies, for the account of a the Borrower (providedor for the account of any member of the Consolidated Group, that but in such case the Borrower will remain obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit, and the Borrower acknowledges that the issuance of Letters of Credit may be for the account of members of the Consolidated Group inures to the benefit of Parent or the Borrower, and the Borrower acknowledges that the Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Subsidiary of ParentBusiness Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (By) the Revolving Credit Lenders severally agree to participate purchase from the L/C Issuers a participation interest in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, Commitment Percentage thereof; provided that (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z1) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (2) with regard to the Revolving Lenders collectively, the Outstanding Amount of Letters Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (3) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Credit denominated in an Alternative Currency would Revolving Obligations shall not exceed $25 millionits respective Revolving Committed Amount. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit CommitmentOn and after the Amendment No. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein3 Effective Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated for the account of the Parent Borrower (or for the account of any member of the Consolidated Group, but in Dollarssuch case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the sole discretion Dollar Equivalent of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no Lender’s L/C Issuer shall be obligated to make any L/C Credit Extension Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date purchase of such L/C Credit Extension, participation will also - 55 - occur on each Revaluation Date); provided that (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150.0 MILLION) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, and (I) no L/C Issuer shall be required to (but, in its sole discretion, may) issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit denominated issued by such L/C Issuer in an Alternative Currency would exceed $25 millionexcess of its Letter of Credit Cap (provided that this clause (I) shall not be construed to invalidate any L/C Obligations of any L/C Issuer in place as of the Amendment No. Within the foregoing limits, and subject 3 Effective Date). Subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Parent Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (providedor its Restricted Subsidiaries, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Exposure Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of During the other terms and conditions set forth hereinAvailability Period, (A) each L/C Issuer agreesthe Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this pursuant to Section 2.032.23(d), (1) from time agrees to time on any Business Day during issue, at the period from request of the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration DateBorrower, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (on the terms and conditions hereinafter set forth; provided, however, that any (i) each Letter of Credit may be for shall expire on the benefit earlier of Parent or any Subsidiary (A) the date one year after the date of Parent) and to amend or renew Letters issuance of such Letter of Credit previously issued by it(or in the case of any renewal or extension thereof, in accordance with Section 2.03(b), and (2one year after such renewal or extension) to honor drafts under the Letters of Credit and (B) the date that is five (5) Business Days prior to the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03Commitment Termination Date; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to and (ii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and no Swingline Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Upon the issuance of each Letter of Credit each Revolving Lender shall be obligated deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to participate such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation. (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, however, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control. (c) At least two Business Days prior to the issuance of any Letter of Credit Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if as of not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of such L/C Credit Extension, (x1) directing the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed Issuing Bank not to issue the Letter of Credit Sublimit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.23(a) or (z) the Outstanding Amount of L/C Obligations that one or more conditions specified in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limitsArticle III are not then satisfied, and then, subject to the terms and conditions hereof, the Borrowers’ ability Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank's usual and customary business practices. (d) The Issuing Bank shall examine all documents purporting to obtain represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Revolving Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided, however, that for purposes solely of such Borrowing, the conditions precedents set forth in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Revolving Lenders of such Borrowing in accordance with Section 2.3, and each Revolving Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.7. The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement. (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Revolving Lender's obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, however, that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it. (f) To the extent that any Revolving Lender shall fail to pay any amount required to be paid pursuant to paragraph (d) of this Section 2.23 on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided, however, that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Default Rate. (g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement. 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 so applied as aforesaid) shall be returned to the Borrower with three Business Days after all Events of Default have been cured or waived. (h) Promptly following the end of each fiscal quarter, the Issuing Bank shall deliver (through the Administrative Agent) to each Revolving Lender and the Borrower a report describing the aggregate Letters of Credit outstanding at the end of such fiscal quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. (i) The Borrower's obligation to reimburse LC Disbursements hereunder shall be fully revolvingabsolute, unconditional and accordingly irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances: (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement; (ii) The existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction; (iii) 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; (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit; (v) 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 Borrower's obligations hereunder; or (vi) The existence of a Default or an Event of Default. Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing 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 any payment thereunder (irrespective of any of the circumstances referred to above), 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 the Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank 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 caused by the Issuing Bank's failure to exercise care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each Borrower such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, during 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 foregoing periodcontrary, obtain Letters or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of Credit to replace Letters such Letter of Credit that have expired or that have been drawn upon and reimbursedCredit.

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, the Revolving Loan Commitments may, in addition to Revolving Advances be utilized, upon the request of Borrower, for (i) the issuance of letters of credit by Issuing Lender or (ii) the issuance by Issuing Lender of risk participations (each, a "Risk Participation Agreement") to banks to induce such banks to issue letters of credit for the account of Borrower (each of (i) and (ii) above, a "Lender Letter of Credit"). Prior to the Closing Date, (a) The Rabobank issued certain letters of credit for the account of Borrower under a financing arrangement among Borrower, Rabobank and certain other lenders and (b) Old Kent issued certain letters of credit for the account of Borrower under a letter of credit financing arrangement between Borrower and Old Kent (collectively, the "Existing Letters of Credit"). All Existing Letters of Credit still outstanding on the date hereof (including the undrawn and drawable face amounts and expiry dates thereof) are listed on Schedule 2.1(G). Agents, Lenders and Borrower hereby agree that the Existing Letters of Credit shall be deemed to be Lender Letters of Credit issued under this Agreement on the Closing Date for the account of Borrower and each of Rabobank and Old Kent shall be deemed to be the Issuing Lender hereunder with respect to the Existing Letters of Credit issued by it. Each of Borrower, Rabobank and Old Kent hereby agrees that any agreements or documents evidencing or relating to the Existing Letters of Credit or the reimbursement obligations of Borrower with respect thereto (including without limitation any reimbursement agreements relating thereto) are deemed to be terminated and that all obligations of Borrower with respect of the Existing Letters of Credit shall be deemed to be governed solely by this Agreement. Each Lender shall be deemed to have purchased a participation in each Lender Letter of Credit issued on behalf of Borrower in an amount equal to its Pro Rata Share thereof. In no event shall any Lender Letter of Credit be issued to the extent that the issuance of such Lender Letter of Credit would cause the sum of the Letter of Credit Reserve (after giving effect to such issuance) plus the Revolving Loan to exceed the lesser of (x) the Borrowing Base and (y) the Revolving Loan Commitment. (i) Subject In addition to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03Agreement, (1) from time to time on the issuance of any Business Day during the period from the Closing Date Lender Letter of Credit shall also be subject to the satisfaction of all conditions applicable to Revolving Advances, and the conditions that the letter of credit which Borrower requests be in such form, be for such amount, contain such terms and support such transactions as are reasonably satisfactory to Issuing Lender and Collateral Agent. The expiration date that of each Lender Letter of Credit shall be on a date which is at least thirty (30) days prior to the Letter of Credit Expiration Termination Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter Subject to the terms and conditions hereof and of Credit Commitment. the LOC Documents, if any, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer Issuing Lender agrees, in reliance upon on the agreements of the other Revolving Credit Lenders set forth in this Section 2.03herein, (1) from time to time on any Business Day during the period from the Closing Date to until the date that is thirty (30) days prior to the Letter of Credit Expiration Termination Date, (A) to issue Letters of Credit denominated in Dollars, as the Borrowers may request for their own account or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower another Credit Party as provided herein, (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of ParentB) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts under Letters of Credit; and (iii) the Revolving Lenders severally agree to purchase from the Issuing Lender a participation interest in the existing Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit CommitmentCommitment Percentage thereof; provided that (A) the aggregate principal amount of the LOC Obligations shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the “LOC Committed Amount”), (yB) with regard to the Outstanding Amount Revolving Lenders collectively, the aggregate principal amount of the L/C Revolving Obligations would shall not exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limitsaggregate Revolving Committed Amount, and subject (C) with regard to each Revolving Lender individually, such Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount. Subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, Borrowers may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter Prior to the Effective Date, upon the request of the Borrower, the LC Bank has issued "Letters of Credit" pursuant to the Original Credit CommitmentAgreement and "Bridge Letters of Credit" pursuant to the Bridge Credit Agreement. (i) Subject to Section 4.02 and On the Effective Date, all of the other terms such "Letters of Credit" and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements "Bridge Letters of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time Credit" shall be deemed to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue be Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionhereunder. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ ability LC Bank agrees to obtain issue letters of credit hereunder from time to time before the Termination Date upon the request of the Borrower (such letters of credit issued, collectively with the "Letters of Credit" issued pursuant to the Original Credit Agreement and the "Bridge Letters of Credit" issued pursuant to the Bridge Credit Agreement, the "Letters of Credit"); provided that, immediately after each such Letter of Credit is issued, (i) the aggregate amount of the Letter of Credit Liabilities for all Letters of Credit shall be fully revolving, not exceed the Available LC Amount and accordingly each Borrower may, during (ii) the foregoing period, obtain aggregate amount of the Letter of Credit Liabilities for all Performance Letters of Credit to replace Letters shall not exceed the greater of (x) $5,000,000 and (y) the sum of $3,000,000 plus the amount of Letter of Credit that Liabilities (not to exceed $4,650,000) in respect of the Harrah's LC. Upon the date of issuance by the LC Bank of a Letter xx Xxxxxx in accordance with this Section 2.16, the LC Bank shall be deemed, without further action by any party hereto, to have expired or that sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have been drawn upon purchased from the LC Bank, a participation in such Letter of Credit and reimbursedthe related Letter of Credit Liabilities in proportion to its Tranche A Commitment Percentage.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of During the other terms and conditions set forth hereinExtended Revolving Availability Period, (A) each L/C Issuer agreesIssuing Bank, in reliance upon the agreements of the other Extended Revolving Lenders pursuant to Section 2.24(d), agrees to issue, at the request of the Borrower, Letters of Credit Lenders for the account of the Borrower on the terms and conditions hereinafter set forth in this Section 2.03forth; provided, that (1i) from time to time on any each Letter of Credit shall expire no later than five (5) Business Day during the period from the Closing Date to the date that is thirty (30) days Days prior to the Extended Revolving Commitment Termination Date; (ii) each Letter of Credit Expiration Dateshall be in a stated amount of at least $50,000, to issue Letters or, if denominated in any Acceptable Currency other than Dollars, the Dollar Equivalent of $50,000; (iii) any Letter of Credit denominated in Dollarsan Acceptable Currency other than Dollars shall be issued in the sole discretion of the relevant Foreign Currency Issuing Bank, or and any Letter of Credit in Dollars issued by any Issuing Bank other than SunTrust Bank shall be in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), Issuing Bank; and (2) to honor drafts under the Letters of Credit and (Biv) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to Borrower may not request any Letter of Credit, and no Lender shall be obligated if, after giving effect to participate in any Letter of Credit if as of the date of such L/C Credit Extension, issuance (xA) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Extended Revolving Credit Exposure of any all Extended Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations Lenders would exceed the Aggregate Extended Revolving Commitment Amount or (C) the Dollar Equivalent amount of the principal amount of outstanding Letters of Credit in Acceptable Currencies other than Dollars, determined in accordance with Section 10.17, would exceed in the aggregate the Foreign Currency Sublimit. Upon the issuance of each Letter of Credit, each Extended Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank without recourse a participation in such Letter of Credit Sublimit or (z) equal to such Extended Revolving Lender’s Pro Rata Share of the Outstanding Amount aggregate amount available to be drawn under such Letter of L/C Obligations in respect Credit. Each issuance of Letters a Letter of Credit denominated in shall be deemed to utilize the Extended Revolving Commitment of each Lender by an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject amount equal to the terms and conditions hereofamount of such participation. As of the Fourth Restatement Date, each of the Borrowers’ ability to obtain Existing Letters of Credit shall be fully revolvingdeemed to have been issued under the Extended Revolving Commitments pursuant to this Section, and accordingly each Borrower may, during the foregoing period, obtain Extended Revolving Lender is deemed to have purchased a participation in all Existing Letters of Credit to replace in accordance with this Section 2.24, and no Non-Extended Revolving Lender shall have any participation in such Existing Letters of Credit that have expired or that have been drawn Credit. The Administrative Agent shall provide the Extended Revolving Lenders with relevant information concerning the LC Exposure upon and reimbursedwritten request, no more frequently than quarterly.

Letters of Credit. (a) The In the event that on the CAM Exchange Date any RF Letter of Credit Commitment. (i) Subject shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agreesAdministrative Agent, in reliance upon the agreements immediately available funds, an amount in Dollars equal to such Lender's Revolving Facility Percentage of the other Revolving Credit Lenders set forth in this Section 2.03such undrawn face amount, (1) from time to time on any Business Day during the period together with interest thereon from the Closing CAM Exchange Date to the date that is thirty (30) days prior on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an "RF RESERVE ACCOUNT") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit Expiration pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to issue withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit denominated not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in Dollarsa new separate account maintained with the Administrative Agent (each a "CL RESERVE ACCOUNT" and together with the RF Reserve Account, the "RESERVE ACCOUNTS") or accounts for such Lender. The Administrative Agent shall deposit in each Lender's RF Reserve Account or CL Reserve Account, as the case may be, such Lender's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the sole discretion Reserve Accounts in respect of such each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent Exposures or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no CL L/C Issuer Exposures, as the case may be, shall be obligated the property of such Lender, shall not constitute Loans to make any L/C Credit Extension with respect or give rise to any Letter claim of Credit, or against any Loan Party and no Lender shall be obligated not give rise to participate in any Letter of Credit if as of obligation on the date of such L/C Credit Extension, (x) the Revolving Credit Exposure part of any Revolving Credit Lender would exceed Borrower to pay interest to such Lender’s Revolving Credit Commitment, (y) it being agreed that the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations reimbursement obligations in respect of Letters of Credit denominated shall arise only at such times as drawings are made thereunder, as provided in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedSection 2.05.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth hereinhereof, (A) each L/C Issuer agrees, and in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.22, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, Issuing Lender agrees to issue Letters of Credit denominated hereunder upon the request of the Company, in Dollars, Dollars or in Alternative Currencies which are acceptable to the sole discretion of such L/C Issuer in an Alternative CurrencyIssuing Lender, for at any time and from time to time before the account of a Borrower (providedtenth day before the Five-Year Maturity Date; provided that, that any immediately after each Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by itis issued, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (Bi) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate Outstanding Amount of the L/C Obligations would Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit or Commitment, and (zii) the Outstanding Amount aggregate principal amount of L/C Obligations in respect the Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; provided further that the availability of Letters the Aggregate Revolving Commitments at any time for the making of Credit denominated in an Alternative Currency would exceed $25 million. Within Loans and the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain issuance of Letters of Credit shall be fully revolvingreduced by the amount of the Alternative Currency Reserve. Upon the date of issuance of a Letter of Credit, the Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and accordingly each Borrower mayRevolving Lender shall be deemed, during without further action by any party hereto, to have purchased from the foregoing periodIssuing Lender, obtain a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion their respective Revolving Commitments bear to the Aggregate Revolving Commitments. As of the date hereof, the Borrowers have requested that the Existing Letters of Credit to replace be deemed issued hereunder effective as of the Effective Date. On the Effective Date, the Existing Letters of Credit that shall be deemed issued hereunder as Letters of Credit hereunder, each “Issuing Lender” under the Existing Credit Facility shall be deemed to have expired or that released each lender under the Existing Credit Facility from their participations therein, and each Revolving Lender hereunder shall be deemed to have been drawn upon and reimbursedthereby purchased a ratable participation in each Existing Letter of Credit in the manner set forth above in this Section.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (providedthe Borrower, that any Letter of Credit may be for the benefit of Parent Holdings or any Subsidiary of Parent) their respective Subsidiaries and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) the Total Revolving Credit Outstandings shall be obligated to participate in any Letter of not exceed the Revolving Credit if as of the date of such L/C Credit ExtensionFacility, (x) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender would Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit or Sublimit, and (z) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit denominated issued by any given L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.26, (1) from time to time on any Business Day during the period from and including the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, Dollars for the account of a the Borrower (provided, provided that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentthe Borrower and may be issued for the joint and several account of the Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.26(b), and (2) to honor drafts under the Letters of Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.26; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender under its Participating Revolving Credit Commitments would exceed such Lender’s its Participating Revolving Credit CommitmentCommitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (x) shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the total Swing Line Exposure), (y) with respect to any Swing Line Lender that is a Participating Revolving Credit Lender, the aggregate of its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in its capacity as a Revolving Credit Lender), plus its L/C Exposure would exceed its Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) provided further that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if as of the date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency issued by such L/C Issuer would exceed $25 millionsuch L/C Issuer’s Letter of Credit Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. 76

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) on the Closing Date, each L/C Issuer Existing Letter of Credit shall remain outstanding, in accordance with its terms, and shall constitute a Letter of Credit hereunder; (B) each LC Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in Canadian Dollars (subject to the sole discretion of such L/C Issuer in an Alternative Currency, limitations set forth below) for the account of a US Borrower (provided, that any or its Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan and Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) Commitment” set forth on Appendix A, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.3(b) below and the applicable LC Issuing Banks shall continue any Existing Letters of Credit, and (2) to honor drafts drawings under the Letters of Credit Credit; and (BC) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of US Borrower or its Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated (w) solely with respect to participate in any Letter Letters of Credit if issued in support of obligations of Affiliates of the US Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such L/C Credit Extensionissuance, (x) the Total Utilization of Revolving Credit Exposure of any Commitments shall not exceed the Revolving Credit Lender would exceed such Lender’s Revolving Credit CommitmentCommitments then in effect, (y) the Outstanding Amount of L/C Obligations shall not exceed the L/C Obligations would exceed Sublimit then in effect and (z) prior to (or concurrent with) the issuance of any Canadian Dollar Denominated Letter of Credit, US Borrower shall establish the L/C Currency Reserve by posting Cash Collateral with the Administrative Agent either in Canadian Dollars or Canadian Dollar Equivalent of such amount in Dollars equal to five percent (5%) of the stated amount in Canadian Dollars of each Canadian Dollar Denominated Letter of Credit. US Borrower may use the proceeds of a Revolving Loan for purposes of posting such Cash Collateral; provided that the amount of Cash Collateral so required to be deposited in the L/C Currency Reserve pursuant to clause (z) shall be reduced by the excess undrawn availability (if any) under the Revolving Commitment (and subject further to the L/C Sublimit) to the extent that such availability is in excess of five percent (5%) of the Dollar Equivalent of the stated value of all Canadian Dollar Denominated Letters of Credit. The L/C Currency Reserve requirement shall be adjusted on each Revaluation Date and additional reserves shall be contributed (to the extent that Revolving Commitments (subject to the L/C Sublimit) are not then available) or existing Cash Collateral shall be returned, in either case, to the extent of any excess or shortfall based on the Dollar Equivalent of the stated amount of Canadian Dollar Denominated Letters of Credit then in effect. Each request by US Borrower for the issuance, amendment or extension of a Letter of Credit Sublimit or shall be deemed to be a representation by US Borrower that the Credit Extension so requested complies with the conditions set forth in clauses (x), (y) and (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionabove. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each US Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Canada Borrower may not apply for or otherwise take any action which would result in the issuance of a Letter of Credit.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided, provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Exposure Commitments, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, Commitment or (yz) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit (as defined in the Original Credit Agreement) outstanding on the Effective Date shall be deemed to be Letters of Credit under this Agreement.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of one or more Alternative Currencies applicable to such L/C Issuer (provided that in an no event shall there be, at any time, more than four (4) L/C Issuers that issue Letters of Credit in Alternative Currency, Currencies) for the account of a Borrower (providedthe Company or its Subsidiaries, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (v) the aggregate amount of the outstanding Letters of Credit issued by the applicable L/C Issuer shall be obligated to participate in any not exceed its L/C Commitment, (w) the aggregate L/C Obligations shall not exceed the Letter of Credit if as of the date of such L/C Credit ExtensionSublimit, (x) the Revolving Credit Exposure of any Revolving Credit Lender would shall not exceed such Lender’s its Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would aggregate Revolving Credit Exposure with respect to Credit Extensions denominated in Alternative Currencies shall not exceed the Letter of Credit Alternative Currency Sublimit or and (z) the Outstanding Amount total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments. Each request by the Company for the issuance or amendment of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters a Letter of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit deemed to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.be a

Letters of Credit. In order to enhance the marketability of the Series A Bonds and the Series B Bonds, Company requested that Bank issue an irrevocable standby letter of credit, with Company's reimbursement obligations secured by various parcels of real property owned by Company and Guarantor. Company hereby acknowledges that Bank's appraisers have determined that the value of such parcels is substantially less than the value of the requested letter of credit, but that Bank has agreed to back the Series B Bonds without taking real property security for Company's reimbursement obligations in connection therewith, Company has therefore requested that Bank issue two irrevocable standby letters of credit. The first letter of credit (athe "Series B Letter of Credit") The shall be substantially in the form attached hereto as Exhibit "A" and shall be issued in the face amount of $2,505,377.00, of which an amount not exceeding $2,450,000.00 shall be available to pay the principal amount or purchase price of the Series B Bonds, and an amount not exceeding $55,377.00 shall be available for the accrued interest on the Series B Bonds, all as more particularly provided in the 10 particularly provided in the Series B Letter of Credit. Company's obligations in connection with the Series B Letter of Credit Commitmentshall be secured by the cash collateral held in the Reserve Accounts (as defined below). The second letter of credit (ithe "Series A Letter of Credit") Subject shall be substantially in the form attached to Section 4.02 the Series A Reimbursement Agreement as Exhibit "A" and all shall be issued in the face amount of $2,198,596.00, of which an amount not exceeding $2,150,000.00 shall be available to pay the principal amount or purchase price of the other terms Series A Bonds, and conditions set forth hereinan amount not exceeding $48,596.00 shall be available for interest accrued on the Series A Bonds, all as more particularly provided in the Series A Letter of Credit. Company's obligations in connection with the Series A Letter of Credit shall be secured by the Security Documents (Aas defined in the Series A Reimbursement Agreement) each L/C Issuer agrees, and the cash collateral held in reliance upon the agreements Reserve Accounts. Various rights and obligations of Bank and Company in connection with the other Revolving Series A Letter of Credit Lenders are set forth in this Section 2.03the Series A Reimbursement Agreement and the other Related Loan Documents. The Series A Letter of Credit, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Series B Letter of Credit Expiration Date, to issue Letters and any successor or substitute letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated Agreement are sometimes collectively referred to make any L/C Credit Extension with respect to any Letter herein as the "Letters of Credit, and no Lender shall be obligated ," Bank is willing to participate in any issue the Series B Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to on the terms and conditions hereof, contained in this Agreement and the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedother Loan Documents.

Letters of Credit. (a) The Letter Tyson has informed us that upon the establishment of the Three-Year Credit Agreement, the Letters of Credit Commitment. (i) Subject to Section 4.02 outstanding under the Five-Year Credit Agreement on the Effective Date will become Letters of Credit under the Three-Year Credit Agreement and has requested that the Five-Year Credit Agreement be amended by the Issuing Banks releasing the Lenders from all participations in Letters of Credit under the Five-Year Credit Agreement outstanding as of the other terms Effective Date and conditions set forth herein, (A) each L/C Issuer agreesthe Lenders acknowledging such release and agreeing that such letters of credit shall cease to constitute "Letters of Credit" under the Five-Year Credit Agreement, in reliance upon the agreements each case effective as of the Effective Date. JPMorgan supports the requested amendments. To indicate your approval, please complete and execute the signature block for your institution on the enclosed form and return the executed page to the attention of Xxxx Xxxxxx of Cravath by telecopy at 212-474-3700. Tyson has requested that comments, if any, be provided by no later than noon on Wednesday, June 12, 2002, and that your consents be received by no later than noon on Tuesday, June 11, 2002, which will be the Effective Date of the amendments. Your cooperation in meeting this schedule will be appreciated. If you have any questions, please feel free to call the undersigned at (000) 000-0000, Xxxx Xxxxxxx at JPMorgan (000) 000-0000 or Xxxxx Xxxxxxxx of JPMorgan (000) 000-0000. Xxxxx Xxxxx AGREEMENT TO PROPOSED AMENDMENT June 12, 2002 TYSON FOODS, INC., under the Five-Year Credit Agreement dated as of September 24, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TYSON FOODS, INC., the several banks and other Revolving Credit Lenders set forth in this Section 2.03, (1) financial institutions and entities from time to time on any Business Day during parties thereto (the period "Lenders"), XXXXXXX XXXXX CAPITAL CORPORATION, as Syndication Agent, SUNTRUST BANK, as Documentation Agent, MIZUHO FINANCIAL GROUP and RABOBANK INTERNATIONAL, as Co-Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent, by its signature below hereby approves each amendment of the Five-Year Credit Agreement proposed in the Memorandum for Bank Group dated May 30, 2002. Acknowledged and Agreed TYSON FOODS, INC. by ________________________ Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President, Finance and Treasurer AGREEMENT TO PROPOSED AMENDMENT June 12, 2002 The undersigned institution, a Lender or Issuing Bank under the Five-Year Credit Agreement dated as of September 24, 2001 (as amended, supplemented or otherwise modified from time to time, the Closing Date "Credit Agreement"), among TYSON FOODS, INC., the several banks and other financial institutions and entities from time to time parties thereto (the date that is thirty ("Lenders"), XXXXXXX XXXXX CAPITAL CORPORATION, as Syndication Agent, SUNTRUST BANK, as Documentation Agent, MIZUHO FINANCIAL GROUP and RABOBANK INTERNATIONAL, as Co-Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent, by its signature below hereby approves each amendment of the Five-Year Credit Agreement proposed in the Memorandum for Bank Group dated May 30) days prior to the Letter of Credit Expiration Date, 2002, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) which this Agreement is attached. Acknowledged and to amend or renew Letters of Credit previously issued Agreed Lender ____________________________ by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.________________________ Name: Title: Issuing Bank ____________________________

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 million. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability Tranche A Revolving Credit Commitments may be utilized, upon the request of Borrower or PR Borrower, in addition to obtain the Tranche A Revolving Credit Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively referred to as "Letters of Credit") issued by the Issuing Lender for the account of Borrower, PR Borrower or any Subsidiary which is an Obligor (provided, that Borrower or PR Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit issued for the account of any such Subsidiary); provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Tranche A Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding exceed at any time the Tranche A Revolving Credit Commitments as in effect at such time, (ii) the sum of the aggregate principal amount of Tranche A Revolving Credit Loans then outstanding made by any Tranche A Revolving Credit Lender, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Tranche A Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Tranche A Revolving Credit Commitment as in effect at such time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $75.0 million, (iv) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit shall be fully revolving, and accordingly each Borrower may, during or 180 days after the foregoing period, obtain date of such issuance for commercial documentary Letters of Credit, unless the Majority Tranche A Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to replace the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be automatically extendible for periods of up to one year (but never beyond the fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit provides that the Issuing Lender retains an option satisfactory to the Issuing Lender to terminate such Letter of Credit prior to each extension date, or (v) the Issuing Lender issue any Letter of Credit after it has received notice from Parent, Borrower, PR Borrower or the Majority Tranche A Revolving Credit Lenders stating that a Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Tranche A Revolving Credit Lenders, (y) waiver of such Default in accordance with the terms of this Agreement or (z) Administrative Agent's good faith determination that such Default has ceased to exist. The following additional provisions shall apply to Letters of Credit that have expired or that have been drawn upon and reimbursed.Credit:

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (Ai) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.05, (1A) from time to time on any Business Day during the period from after the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue standby Letters of Credit denominated in Dollarsfor the account, and upon the request, of the Borrower (or in the sole discretion of such L/C Issuer in an Alternative Currency, jointly for the account of a the Borrower (providedand any of its Subsidiaries), that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and clause (2c) to honor drafts under the Letters of Credit below and (B) the to honor drawings under its Letters of Credit, and (ii) each Revolving Credit Lenders Lender severally agree agrees to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; providedprovided that, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any immediately after each Letter of Credit if as of the date of such L/C Credit Extensionis issued, (xi) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount aggregate amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit or L/C Sublimit, (zii) the Outstanding Amount aggregate amount of the L/C Obligations in with respect of to all Letters of Credit denominated issued by such L/C Issuer shall not exceed its L/C Issuer Sublimit, (iii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iv) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in an Alternative Currency would outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed $25 millionsuch Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each request by the Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrower or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing periodperiod specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. During the Commitment Period, (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Dollars or in the sole discretion of such L/C Issuer in an one or more Alternative Currency, Currencies for the account of a the Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parentits Restricted Subsidiaries on any Business Day, (B) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)hereunder, and (2C) to honor drafts drawings under the Letters of Credit Credit; and (Bii) the Revolving Credit Lenders severally agree to participate purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued pursuant hereunder in an amount equal to this Section 2.03such Revolving Credit Lender’s Aggregate Commitment Percentage thereof; provided, provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding Amount of L/C Obligations in respect of Letters of Credit denominated in an Alternative Currency would shall not exceed $25 million. Within 50,000,000 (as such amount may be decreased in accordance with the foregoing limitsprovisions hereof, the “L/C Sublimit”), (y) the Outstanding Amount of Revolving Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amount, and subject (z) with regard to each Revolving Credit Lender individually, such Revolving Credit Lender’s Aggregate Commitment Percentage of the Outstanding Amount of Revolving Credit Obligations shall not exceed its Revolving Credit Commitment. Subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or in the sole discretion of such L/C Issuer in an Alternative Currency, for the account of a the Borrower or its Domestic Subsidiaries (providedother than Inactive Subsidiaries), that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts drawings under the Letters of Credit Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower or its Domestic Subsidiaries (other than Inactive Subsidiaries) and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving Credit Exposure Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (z) amendment of a Letter of Credit shall be deemed to be a representation by the Outstanding Amount of Borrower that the L/C Obligations Credit Extension so requested complies with the conditions set forth in respect of Letters of Credit denominated in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 On and all of after the other terms and conditions set forth hereinClosing Date, (Ax) each L/C Issuer agreesIssuer, in reliance upon the agreements commitments of the other Revolving Credit Lenders set forth in this Section 2.03herein, agrees (1A) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to the Letter of Credit Expiration Date, to issue Letters of Credit denominated for the account of the Parent Borrower (or for the account of any member of the Consolidated Group or BCV, but in Dollarssuch case the Parent Borrower will remain obligated to reimburse such L/C Issuer for any and all drawings under such Letter of Credit, and the Parent Borrower acknowledges that the issuance of Letters of Credit for the account of members of the Consolidated Group or BCV inures to the benefit of the Parent Borrower, and the Parent Borrower acknowledges that the Parent Borrower’s business derives substantial benefits from the business of such members of the Consolidated Group and BCV) on any Business Day, (B) to amend or extend Letters of Credit previously issued hereunder, and (C) to honor drawings under Letters of Credit; and (y) each L/C Revolving Lender severally agrees to purchase from the such L/C Issuer a participation interest in each Letter of Credit issued hereunder in an amount equal to the sole discretion Dollar Equivalent of such L/C Issuer in an Alternative Currency, for the account of a Borrower (provided, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided, that no Lender’s L/C Issuer shall be obligated to make any L/C Credit Extension Commitment Percentage thereof (and, in each case, with respect to the purchase of a participation in any Alternative Currency Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date purchase of such L/C Credit Extension, participation will also occur on each Revaluation Date); provided that (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (zA) the Outstanding Amount of L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such amount may be decreased in respect accordance with the provisions hereof, the “L/C Sublimit”), (B) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (C) with regard to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (D) with regard to each Revolving Lender individually, such Revolving Lender’s Aggregate Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Aggregate Revolving Committed Amount, (E) the Outstanding Amount of all Dollar Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Dollar Revolving Committed Amount, (F) the Outstanding Amount of all Limited Currency Revolving Obligations shall not exceed the Dollar Equivalent of the Aggregate Limited Currency Revolving Committed Amount, (G) the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed the Alternative Currency L/C Sublimit, (H) the L/C Obligations do not exceed the L/C Committed Amount, (I) the Outstanding Amount of L/C Obligations for the account of BCV shall not exceed $5.0 million less the amount of all then outstanding Limited Currency Facility L/C Obligations for the account of BCV and (J) no L/C Issuer shall be required to issue, amend, extend or increase any Letter of Credit, if after giving effect thereto, there would be L/C Obligations arising from Letters of Credit denominated issued by such L/C Issuer in an Alternative Currency would exceed $25 millionexcess of its Letter of Credit Cap. Within the foregoing limits, and subject Subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Parent Borrower may, during the foregoing period, may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to Section 4.02 and all of the other terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Dollar Tranche Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date to the date that is thirty (30) days prior to until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, or and, solely in the sole discretion case of such the Alternative Currency L/C Issuer Issuer, in an one or more Alternative CurrencyCurrencies, in each case, for the account of the Parent Borrower or a Borrower (providedSubsidiary thereof, that any Letter of Credit may be for the benefit of Parent or any Subsidiary of Parent) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (2) to honor drafts compliant drawings under the Letters of Credit Credit; and (B) the Revolving Credit Dollar Tranche Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Parent Borrower or a Subsidiary thereof and any drawings thereunder; provided that after giving effect to this Section 2.03; provided, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (v) the Total Revolving Credit Outstandings shall be obligated to participate in any Letter not exceed the Revolving Credit Facility at such time, (w) the Outstanding Amount of Credit if as Dollar Tranche Loans plus the Outstanding Amount of the date of such all L/C Credit ExtensionObligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate Dollar Tranche Commitments, (x) the Revolving Credit Exposure Outstanding Amount of the Dollar Tranche Loans of any Revolving Credit Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Dollar Tranche Commitment, (y) the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Dollar Tranche Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Dollar Tranche Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the Letter of such Revolving Credit Sublimit or Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations in respect of Letters shall not exceed the Letter of Credit denominated Sublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in an Alternative Currency would exceed $25 millionthe proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.