Common use of Revolving Letters of Credit Clause in Contracts

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (or, x) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent (or any Person which was a Subsidiary of a direct or indirect parent of the DIP Borrower on the Closing Date) so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Requestissued for such parent and its other Subsidiaries’ (or such other Persons’) benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed $50,000,000 at any time, for the account a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, (i) none of Barclays Bank PLC, Credit Suisse Securities (USA) LLC, UBS AG, Stamford Branch or any Affiliate thereof that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (ii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless or if issued to replace existing Revolving Letters of Credit with a maturity of longer than one year, or as provided under Section 3.2(b) and (y) the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter Default or Event of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer Default is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16no longer continuing. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon Upon the terms and subject to the conditions set forth hereinhereof, at any time and each Revolving Issuing Lender agrees to issue Revolving Letters of Credit payable in Dollars from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter earlier of Credit Issuer agrees, in reliance upon the agreements Termination Date and the termination of the Revolving Credit Lenders set forth in this Section 3Commitments, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower or any Subsidiary Borrower (orother than the Canadian Subsidiary Borrower), so long as provided that (A) the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit applicable Subsidiary Borrower shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to request that any Revolving Letter of Credit Issuerbe issued if, after giving effect thereto, the sum of the then current Revolving L/C Exposure plus the aggregate principal amount of the Loans then outstanding (other than Canadian Revolving Loans) would exceed such the Total Revolving Commitment, (B) in no event shall any Revolving Issuing Lender issue (x) any Revolving Letter of Credit Issuer’s having an expiration date later than five Business Days before the Termination Date or (y) any Revolving Letter of Credit Commitment); (ii) no having an expiration date more than one year after its date of issuance, provided, further, that any Revolving Letter of Credit with a 365-day duration may provide for the renewal thereof for additional one-year periods (which shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration extend beyond the date occur later than the Revolving L/C Facility Maturity Date, referred to in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of clause (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lendersabove), (C) neither the Borrower nor any Subsidiary Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to request that a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to Issuing Lender issue any Revolving Letter of Credit if:, after giving effect to such issuance, the Revolving L/C Exposure would exceed $200,000,000 prior to the Non-Extended Termination Date and $50,000,000 (and if on the Non-Extended Termination Date the Revolving L/C Exposure exceeds $50,000,000 the Borrower shall deposit cash or Cash Equivalents in a Cash Collateral Account in an amount equal to 103% of such excess to be held as cash collateral by the Administrative Agent until such excess no longer exists, at which time the Administrative Agent shall return all such collateral to the Borrower) thereafter, and (D) a Revolving Issuing Lender shall be prohibited from issuing or renewing Revolving Letters of Credit hereunder upon the occurrence and during the continuance of a Default or an Event of Default. (iii) any order, judgment or decree Immediately upon the issuance of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such each Revolving Letter of Credit, or any law each Revolving Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or Issuing Lender a participation in such Revolving Letter of Credit in particular or shall impose upon such accordance with the percentage which its Revolving Commitment represents of the Total Revolving Commitment. (iii) Each Revolving Letter of Credit Issuer with respect may, at the option of the applicable Revolving Issuing Lender, provide that such Revolving Issuing Lender may (but shall not be required to) pay all or any part of the maximum amount which may at any time be available for drawing thereunder to the beneficiary thereof upon the occurrence of an Event of Default and the acceleration of the maturity of the Revolving Credit Loans, provided that, if payment is not then due to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuerbeneficiary, such Revolving Letter of Credit is Issuing Lender shall deposit the funds in question in an initial Stated Amount less than $50,000, in the case of a commercial account with such Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates Issuing Lender to secure payment to such beneficiary and any funds so deposited shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect paid to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment if conditions to such payment are satisfied or returned to the Administrative Agent for distribution to the Revolving Lenders (or, if all Obligations shall have been paid in full in cash, to the Borrower or the applicable Subsidiary Borrower) if no payment to such beneficiary has been made and the final date available for drawings under such Revolving Letter of Credit has passed. Each payment or deposit of funds by a Revolving Issuing Lender as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Revolving Issuing Lender under the related Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon The Revolving Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3forth, to issue from time (or cause any of its Affiliates that is a commercial bank to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiaryissue on its behalf) standby letters of credit (the “Revolving Letters of Credit” and each, each a “Revolving Letter of Credit”), which ) in Dollars or any Available Foreign Currency for the account of EnergySolutions or any of the Subsidiaries from time to time on any Business Day during the period from the Agreement Date until five days before the Revolving Maturity Date in an aggregate Available Amount (i) for all Revolving Letters of Credit shall not to exceed at any time exceed the Revolving Letter of Credit Commitment at such time and (iii) for each such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof not to exceed the Total aggregate Unused Revolving Credit Commitment then in effect; (iii) each Commitments as of the date of issuance thereof. No Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (i) one year after the date of issuance thereof thereof, or (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than ii) five days before the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed but may by its terms be renewable annually upon by the Administrative Agent, written notice (a “Revolving Notice of Renewal”) given to the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to Issuing Bank that issued such Revolving Letter of Credit Issuer), and the Administrative Agent on or prior to any date for notice of renewal set forth in such Revolving Letter of Credit but in any event at least 10 Business Days prior to the date of the proposed renewal of such Revolving Letter of Credit and upon fulfillment of the applicable conditions set forth in Article 3 unless the Revolving Issuing Bank has notified EnergySolutions (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Revolving Letter of Credit Lendersbut in any event at least 5 Business Days prior to the date of automatic renewal of its election not to renew such Revolving Letter of Credit (a “Revolving Notice of Termination”); provided that the terms of each Revolving Letter of Credit that is automatically renewable annually shall (ivx) require the Revolving Issuing Bank that issued such Revolving Letter of Credit to give the beneficiary named in such Revolving Letter of Credit notice of any Revolving Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Revolving Letter of Credit prior to the date such Revolving Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Revolving Letter of Credit in any event to be extended to a date later than five days before the Revolving Maturity Date. If either a Revolving Notice of Renewal is not given by EnergySolutions or a Revolving Notice of Termination is given by the Revolving Issuing Bank pursuant to the immediately preceding sentence, such Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if expire on the date on which it otherwise would be illegal under any applicable law for have been automatically renewed. Within the beneficiary limits of the Revolving Letter of Credit Commitment, and subject to have a the limits referred to above, EnergySolutions may request the issuance of Revolving Letters of Credit under this Section 2.1(d), repay any Letter of Credit Loans resulting from drawings thereunder pursuant to Section 2.2(f) and request the issuance of additional Revolving Letters of Credit under this Section 2.1(d). EnergySolutions shall be liable for all obligations in respect of each Revolving Letter of Credit issued in its favor; and (vi) no Revolving for the account of any of the Subsidiaries, including, without limitation, the obligations to repay any Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default Loan in accordance with the provisions of respect thereof under Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment2.4(c). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) In addition to Borrower requesting that Lenders make Loans pursuant to subsection 2.1A, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender issue Revolving Letters of Credit for the account of Borrower for the purposes specified in the definition of Revolving Letter of Credit. Subject to and upon the terms and conditions set forth herein, at any time of this Agreement and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements representations and warranties of the Revolving Credit Lenders Borrower herein set forth in this Section 3forth, to Issuing Lender shall issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not at any time exceed request that Issuing Lender issue and Issuing Lender shall not issue: (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuerif, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments (including the Maximum Exposure Under IRB Reimbursement Agreement), would exceed such the lesser of (1) the Revolving Loan Commitments then in effect and (2) the Borrowing Base then in effect; (ii) any Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof if, after giving effect to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentissuance, the Revolving Letter of Credit Issuer and, unless the Usage would exceed $3,000,000; (iii) any Revolving Letter of Credit has been Cash Collateralized having an expiration date (a) later than the earlier of (x) the Revolving Loan Commitment Termination Date and (y) the date which is one year from the date of issuance of such Revolving Letter of Credit; provided that the immediately preceding clause (y) shall not prevent Issuing Lender from agreeing that a Revolving Letter of Credit will automatically be extended for one or backstopped (in the case of a backstop onlymore successive periods not to exceed one year each unless Issuing Lender elects not to extend for any such additional period; and provided, on terms reasonably satisfactory further that Issuing Lender shall elect not to extend such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating knowledge that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default and has not been waived in accordance with subsection 10.6) at the provisions of Section 13.1.time Issuing Lender must elect whether or not to allow such extension or (b) that is otherwise unacceptable to Issuing Lender in its reasonable discretion; or (civ) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon On the terms and subject to the conditions set forth hereincontained in this Agreement, each Revolving Issuer agrees to Issue one or more Letters of Credit at the request of, and for the account of, a Borrower to support obligations of the Parent, such Borrower, any time and of the Parent’s Subsidiaries or any Joint Venture, from time to time after on any Business Day during the Closing period commencing on the Effective Date and prior to ending on the date that is 30 days before the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) ; provided that no Revolving Letter of Credit Issuer shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to Issue any Revolving Letter of Credit Issuer, exceed such Revolving Letter upon the occurrence of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount any of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit iffollowing: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the such Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to Issuing such Revolving Letter of Credit or any Requirement of Law applicable to such Revolving Issuer (including, without limitation, any applicable “know your customer” and anti-money laundering rules and regulations) or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance Issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, restriction or reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereundercompensated) not in effect on the Closing Date, date of this Agreement or shall impose upon such Revolving Letter of Credit Issuer result in any unreimbursed loss, cost or expense which that was not applicable on the Closing Date and which applicable, in effect or known to such Revolving Letter Issuer as of Credit the date of this Agreement and that such Revolving Issuer in good xxxxx xxxxx material to it; (ii) such Revolving Issuer shall have received written notice from the issuance Revolving and LC Administrative Agent, any Revolving Lender or a Borrower, on or prior to the requested date of Issuance of such Revolving Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 (with respect to an Issuance on the Effective Date) or 3.3 is not then satisfied or duly waived in accordance with Section 11.1, and such notice has not been revoked by the Person that delivered such notice; (iii) after giving effect to the Issuance of such Revolving Letter of Credit, (x) the Revolving Outstandings would exceed the Revolving Commitments in effect at such time, (y) the aggregate outstanding amount of all Revolving Letters of Credit issued by such Revolving Issuer would exceed its Revolving Letter of Credit Issuer Commitment or (z) the aggregate outstanding amount of all Financial Letters of Credit (other than, in the case of an Issuance of a Revolving Performance Letter of Credit, any Revolving Financial Letter of Credit that has been cash collateralized at 105% of the stated amount of such Revolving Letter of Credit in accordance with Section 2.12(f)) would violate one or more policies of such exceed the Revolving Financial Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of CreditSublimit; (iv) any fees due to the applicable Revolving Issuer in connection with a requested Issuance have not been paid; (v) such Revolving Letter of Credit is denominated requested to be issued in a currency other than Dollars; (v) form that is not acceptable to such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; orIssuer, in its sole discretion exercised in a commercially reasonable manner; (vi) a default of with respect to any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the requested Revolving Letter of Credit denominated in an Alternative Currency, (A) the Revolving Issuer to eliminate or the Revolving and LC Administrative Agent shall not have approved such Issuance or (B) the Revolving Issuer receives notice from the Revolving and LC Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed Issuance of such Revolving Letter of Credit Issuer’s risk with respect that, immediately after giving effect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter the Issuance of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under Credit, the terms hereof. (f) The Revolving sum of the Dollar Equivalent of the Letter of Credit Issuer shall be under no obligation to amend any Revolving Obligations at such time in respect of each Letter of Credit if denominated in an Alternative Currency would exceed the Alternative Currency Cap on the date of such proposed Issuance; (Avii) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment comply with such Revolving Issuer’s internal policies with respect thereto; or (viii) such Revolving Letter of Credit is a trade or commercial letter of credit or bank guarantee and such Revolving Issuer has not agreed in its sole discretion to Issue such Revolving Letter of Credit.; (gix) The any condition set forth in Section 3.3 to the Priming Credit Agreement has not been met on or before the Tranche B Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date), Section 3.4 to the Priming Credit Agreement has not been met on or before the Tranche C Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date), or Section 3.5 to the Priming Credit Agreement has not been met on or before the Tranche D Commitment Termination Date (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date); or (x) such Revolving Letter of Credit Issuer shall act on behalf is a new Letter of Credit unless the Borrowers do not have sufficient availability for the issuance of the requested Letter of Credit under the Priming Credit Agreement. (b) (i) Upon the occurrence of any Commitment reduction required under Section 2.8(c), (A) the Borrowers shall notify the Revolving and LC Administrative Agent of which LC Facility Letters of Credit Lenders with respect (other than any LC Facility Letters of Credit supporting a “focus” project) in an outstanding face amount up to any and as close as commercially reasonable equal to the lesser of (1)(x) the LC Facility Commitments immediately before the time of such reduction minus (y) the LC Facility Commitments after giving effect to such reduction (calculated based upon the LC Facility Commitments and the Revolving Commitments before giving effect to such reduction) (the “Migration Base Amount”) and (2) the LC Facility Letter of Credit Obligations at the time of such reduction (the “Migration Amount”) that the Borrower has selected to become Revolving Letters of Credit issued by it and (B) with the Revolving and LC Administrative Agent’s and the documents associated therewith and the Issuer of each such Letters of Credit consent, such LC Facility Letters of Credit shall automatically be deemed to be issued under Section 2.4(a) as a Revolving Letter of Credit Issuer shall have all as of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter date of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit IssuerCommitment reduction.

Revolving Letters of Credit. (a) Subject to and upon Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agreesforth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Section 3Agreement, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving ) denominated in Dollars or any Committed Currency for the account of any Borrower (other than a Designated Subsidiary (Bid only) or the Canadian Borrower) and its Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit shall issued by each Issuing Bank not to exceed at any time exceed the lesser of (ix) such Revolving the applicable Letter of Credit IssuerFacility at such time and (y) such Issuing Bank’s Revolving Letter of Credit Commitment, Commitment at such time and (ii) the L/C Sublimit and (iii) individual Letters of Credit, in for each such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added not to exceed an amount equal to the Unused Revolving Letters Credit Commitments of Credit Outstanding the Lenders at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving . No Letter of Credit shall have an expiration date occurring no (including all rights of the applicable Borrower or the beneficiary to require renewal) later than one year after the date of issuance thereof (except as set forth in Section 3.2(d))final Termination Date, provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer andmay expire after the Termination Date of any Non-Consenting Lender if, unless after giving effect to such Issuance, the aggregate Revolving Letter Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit has been Cash Collateralized or backstopped (in expiring after such Termination Date. Within the case limits referred to above, the Borrowers may from time to time request the issuance of a backstop only, on terms reasonably satisfactory to such Revolving Letter Letters of Credit Issuerunder this Section 2.01(c), the Revolving Credit Lenders; (iv. Each letter of credit listed on Part I of Schedule 2.01(c) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit deemed to have constitute a Revolving Letter of Credit issued in its favor; hereunder, and (vi) no each Lender that is an issuer of such a Revolving Letter of Credit on the date hereof shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such Revolving Letter of Credit, provided that any renewal or replacement of any such Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice an Issuing Bank pursuant to the Administrative Agent and the Revolving Letter terms of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)this Agreement. (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Company or any of its Subsidiaries may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that one or more Revolving Lenders issue Revolving Letters of Credit for the account of Company or such Subsidiary for the purposes specified in the definition of “Letters of Credit.” Subject to and upon the terms and conditions set forth herein, at any time of this Agreement and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements representations and warranties of the Company herein set forth, any one or more Revolving Credit Lenders set forth may, but (except as provided in this Section 3, subsection 3.1B(ii)) shall not be obligated to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which such Revolving Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not at request that any time exceed Revolving Lender issue (and no Revolving Lender shall issue): (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuerif, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed such the Revolving Loan Commitment Amount then in effect; (ii) any Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof if, after giving effect to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentissuance, the Revolving Letter of Credit Issuer and, unless the Usage would exceed $700,000,000; (iii) any Revolving Letter of Credit has been Cash Collateralized having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date; it being understood that any Issuing Lender may agree to issue a Revolving Letter of Credit that will automatically be extended for one or backstopped (in the case of a backstop only, on terms reasonably satisfactory more successive periods unless such Issuing Lender elects not to extend for any such additional period; provided that such Issuing Lender shall elect not to extend such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating knowledge that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default and has not been waived in accordance with subsection 10.6) at the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to time such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (Issuing Lender must elect whether or not having the force of law) from any Governmental Authority with jurisdiction over to allow such Revolving Letter of Credit Issuer extension; providedfurther, that in no event shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount expiration date of any Revolving Letter of Credit if so extended be later than the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof.Loan Commitment Termination Date; (fiv) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and for the documents associated therewith and the Revolving Letter purpose of Credit Issuer shall have all of the benefits and immunities supporting trade payables in an aggregate face amount greater than $300,000,000; or (Av) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to for the purpose of supporting any Indebtedness constituting “antecedent debt” (as such Revolving Letters of Credit as fully as if the term “Administrative Agent” as is used in Section 13 included 547 of the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit IssuerBankruptcy Code).

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit L/C Issuer agrees, in reliance upon (among other things) the agreements of the Revolving Credit Lenders set forth in this Section 3Article Iii, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (or, x) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Requestissued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP/Investment Capacity Amount at any time, for the account a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit L/C Issuer in its reasonable discretion; provided, that, the Borrower shall be a co- applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided, further, that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Sections 10.05 and 10.06 hereof. Notwithstanding anything to the contrary contained herein, no Revolving L/C Issuer shall be required to issue trade Revolving Letters of Credit under this Agreement unless it agrees to do so. (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the Revolving L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof which, when added to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit issued by such Revolving Letter would cause the aggregate amount of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted Exposures at such time to issue such exceed the Total Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.Commitment then

Revolving Letters of Credit. (aIn addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that one or more Revolving Lenders issue Revolving Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to and upon the terms and conditions set forth herein, at any time of this Agreement and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements representations and warranties of the Borrower herein set forth, any one or more Revolving Credit Lenders set forth may, but (except as provided in this Section 3subsection 3.1B(iii)) shall not be obligated to, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which such Revolving Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not at request that any time exceed Revolving Lender issue (i) such and no Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion.Lender shall issue): (ba) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuerif, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed such the Revolving Loan Commitments then in effect; (b) any Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof if, after giving effect to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentissuance, the Revolving Letter of Credit Issuer and, unless the Revolving Usage would exceed $35,000,000; (c) any Standby Letter of Credit has been Cash Collateralized or backstopped having an expiration date later than the earlier of (in 1) ten days prior to the case Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (2) shall not prevent any Revolving Issuing Lender from agreeing that a backstop only, on terms reasonably satisfactory to such Revolving Standby Letter of Credit Issuer)will automatically be extended for one or more successive periods not to exceed one year each unless such Revolving Issuing Lender elects not to extend for any such additional period; and provided, the further, that such Revolving Credit Lenders; (iv) the Revolving Issuing Lender shall elect not to extend such Standby Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating knowledge that a Default or an Event of Default has occurred and is continuing until such (and has not been waived in accordance with subsection 10.6) at the time as such Revolving Issuing Lender must elect whether or not to allow such extension; (d) any Standby Letter of Credit Issuer shall have received a written notice issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the Bankruptcy Code); (e) any Commercial Letter of Credit having an expiration date (1) later than the earlier of (x) rescission of such notice from the party or parties originally delivering such notice or date which is 30 days prior to the Revolving Loan Commitment Termination Date and (y) the waiver date which is 180 days from the date of issuance of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Commercial Letter of Credit Issuer or (which notice 2) that is otherwise unacceptable to the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the applicable Revolving Letter of Credit Commitment Issuing Lender in whole or in partits reasonable discretion; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment).or (df) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Company or any of its Subsidiaries may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that one or more Revolving Lenders issue Revolving Letters of Credit for the account of Company or such Subsidiary for the purposes specified in the definition of “Letters of Credit.” Subject to and upon the terms and conditions set forth herein, at any time of this Agreement and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements representations and warranties of the Company herein set forth, any one or more Revolving Credit Lenders set forth may, but (except as provided in this Section 3, subsection 3.1B(ii)) shall not be obligated to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which such Revolving Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Company shall not at request that any time exceed Revolving Lender issue (and no Revolving Lender shall issue): (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuerif, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed such the Revolving Loan Commitment Amount then in effect; (ii) any Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof if, after giving effect to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentissuance, the Revolving Letter of Credit Issuer and, unless the Usage would exceed $700,000,000; (iii) any Revolving Letter of Credit has been Cash Collateralized having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date; it being understood that any Issuing Lender may agree to issue a Revolving Letter of Credit that will automatically be extended for one or backstopped (in the case of a backstop only, on terms reasonably satisfactory more successive periods unless such Issuing Lender elects not to extend for any such additional period; provided that such Issuing Lender shall elect not to extend such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating knowledge that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default and has not been waived in accordance with subsection 10.6) at the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to time such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (Issuing Lender must elect whether or not having the force of law) from any Governmental Authority with jurisdiction over to allow such Revolving Letter of Credit Issuer extension; providedfurther, that in no event shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount expiration date of any Revolving Letter of Credit if so extended be later than the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof.Loan Commitment Termination Date; (fiv) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and for the documents associated therewith and the Revolving Letter purpose of Credit Issuer shall have all of the benefits and immunities supporting trade payables in an aggregate face amount greater than $300,000,000; or (Av) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed for the purpose of supporting any Indebtedness constituting “antecedent debt” (as such term is used in Section 547 of the Bankruptcy Code). On and after the Closing Date, the Existing Letters of Credit shall be deemed for all purposes, including for purposes of the fees to be issued by it collected pursuant to subsection 3.2, and Issuer Documents pertaining reimbursement of costs and expenses to such the extent provided herein, to be Revolving Letters of Credit as fully as if outstanding under this Agreement and entitled to the term “Administrative Agent” as used in Section 13 included benefits of this Agreement and the Revolving Letter of Credit Issuer with respect to such acts or omissionother Loan Documents, and (B) as additionally provided herein shall be governed by the applications and agreements pertaining thereto and by this Agreement; provided, however, that, notwithstanding any other provision of this Agreement, no fees with respect to the Revolving Letter issuance of the Existing Letters of Credit Issuershall be due hereunder.

Revolving Letters of Credit. (a) Subject During the Revolving Commitment Period, subject to and upon the terms and conditions set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Datehereof, each Revolving Letter Issuing Bank agrees to issue Revolving Letters of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor Company and signatory to the Letter of Credit Request, for the account benefit of Holdings Company or any Restricted Subsidiary) letters of credit (its Subsidiaries in the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall aggregate amount up to but not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by exceeding the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoingSublimit; provided, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (vii) no the Stated Amount of each Revolving Letter of Credit shall not be issued if it would be illegal under any less than $5,000 or such lesser amount as is acceptable to the applicable law for Revolving Issuing Bank; (iii) after giving effect to such issuance, in no event shall the beneficiary Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Revolving Letter of Credit to have a Usage exceed the Revolving Letter of Credit issued Sublimit then in its favoreffect; and (viv) in no event shall any standby Revolving Letter of Credit have an expiration date later than the earlier of (1) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Revolving Letter of Credit; (vi) in no event shall be issued by a any commercial Revolving Letter of Credit Issuer after (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Revolving Letter of Credit or (y) be issued if such commercial Revolving Letter of Credit is otherwise unacceptable to the applicable Revolving Issuing Bank in its reasonable discretion, and (vii) regarding Revolving Letters of Credit issued by JPMC, the same shall be subject to the terms of letter of credit documentation executed by Company in connection therewith (it being agreed and understood that in the event of any conflict or inconsistency between the provisions of such documentation and the provisions of this Agreement, the provisions of this Agreement shall govern and control in all respects). Subject to the foregoing, a Revolving Issuing Bank may agree that a standby Revolving Letter of Credit will automatically be extended for one or more successive periods each not to exceed one year each, unless such Revolving Issuing Bank elects not to extend for any such additional period; provided, a Revolving Issuing Bank shall not extend any such Revolving Letter of Credit if it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating not to do so and that a Default or an Event of Default has occurred and is continuing until such at the time as such Revolving Letter of Credit Issuer shall have received Issuing Bank must elect to allow such extension; provided, further, in the event a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Funding Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders)exists, the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer Issuing Bank shall not be under any obligation required to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the unless Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have Issuing Bank has entered into arrangements reasonably satisfactory to it and Company to eliminate such Revolving Issuing Bank’s risk with respect to the participation in Revolving Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16Usage. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit L/C Issuer agrees, in reliance upon (among other things) the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (or, x) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Requestissued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP/Investment Capacity Amount at any time, for the account a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit L/C Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Sections 10.5 and 10.6 hereof. Notwithstanding anything to the contrary contained herein, no Revolving L/C Issuer shall be required to issue trade Revolving Letters of Credit under this Agreement unless it agrees to do so. (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the Revolving L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)120 Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving L/C Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving L/C Issuer, would exceed the Specified Revolving L/C Commitment of such Revolving L/C Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter L/C Issuer, or if issued to replace existing Revolving Letters of Credit Issuer andwith a maturity of longer than one year, unless or as provided under Section 3.2(b) and (y) the applicable Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favorfavor or (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving L/C Issuer; and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit L/C Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit L/C Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent that such Default or Event of Default is no longer continuing; and the (H) no Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit L/C Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain if the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance expiry date of such requested Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by occur after the Revolving Letter of Credit IssuerMaturity Date, unless all Revolving Lenders have approved such expiry date or unless the Revolving Lenders cease to hold a participation in, and to be obligated in any manner to reimburse or otherwise indemnify the relevant Revolving L/C Issuer for any amounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued Maturity Date, except in the circumstances contemplated by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer4.3(a).

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 33.1, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower (orand for the direct or indirect benefit of the Borrower and its Subsidiaries and for the direct or indirect benefit of the Ultimate Parent and its other Subsidiaries, so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for the account Ultimate Parent and its other Subsidiaries’ benefit (excluding Letters of Holdings Credit issued to support the obligations of the Ultimate Parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed $50,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary and the Ultimate Parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of the Ultimate Parent and its other Subsidiaries other than the Borrower and the Restricted Subsidiaries shall be subject to Section 10.5 and Section 10.12 hereof. Notwithstanding anything to the contrary contained herein, (i) none of Barclays Bank PLC, Credit Suisse Securities (USA) LLC, UBS AG, Stamford Branch or any Affiliate thereof that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (ii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit, would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect, (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless or as provided under Section 3.2(b) and (y) the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter Default or Event of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer Default is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16no longer continuing. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, at any time and from time to time after the Closing Date and prior Revolving Credit Commitments may be utilized, upon the request of the Company, in addition to the Revolving L/C Facility Maturity DateCredit Loans provided for by Section 2.01(a) hereof, each Revolving Letter by the issuance by the Issuing Bank of Credit Issuer agreescommercial, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings documentary or any Restricted Subsidiary) standby letters of credit (collectively with the “Qingdao Letter of Credit and the Existing Letters of Credit, "Revolving Letters of Credit” and each, a “Revolving Letter ") for account of Credit”), which Revolving Letters the Company or any of Credit shall not at any time exceed its Subsidiaries (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved specified by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)Company), provided that in no event shall such expiration date occur later than (i) the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving aggregate amount of all Letter of Credit Issuer andLiabilities in respect of Revolving Letters of Credit, unless together with the aggregate principal amount of the Revolving Credit Loans and the aggregate principal amount of Money Market Loans, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time, (ii) the outstanding aggregate amount of all Letter of Credit has been Cash Collateralized or backstopped (Liabilities in the case respect of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed $12,000,000, and (iii) the Revolving Letter expiration date of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree extend beyond the earlier of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Termination Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the date twelve months following the issuance of such Revolving Letter of Credit. The following additional provisions shall apply to Letters of Credit: (a) The Company shall give the Administrative Agent at least three Business Days' irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Revolving Credit would violate one Termination Date) each Revolving Letter of Credit is to be issued and the account party or more policies parties therefor and describing in reasonable detail the proposed terms of such Revolving Letter of Credit Issuer applicable (including the beneficiary thereof) and the nature of the transactions or obligations proposed to letters be supported thereby. Upon receipt of credit generally;any such Credit Agreement notice, the Administrative Agent shall advise the Issuing Bank of the contents thereof. (iiib) except as otherwise agreed by On each day during the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000period commencing with the issuance (or, in the case of a commercial Revolving the Existing Letters of Credit and the Qingdao Letter of Credit, or $10,000, in commencing on the case of a standby Revolving Letter of Credit; provided that none of Effective Date) by the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount Issuing Bank of any Revolving Letter of Credit if the and until such Revolving Letter of Credit Issuer would not shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Bank shall be permitted at deemed to be utilized for all purposes of this Agreement in an amount equal to such time to issue Bank's Revolving Credit Commitment Percentage of the then undrawn face amount of such Revolving Letter of Credit. Each Revolving Credit Bank (other than the Issuing Bank) agrees that, upon the issuance of any Revolving Letter of Credit hereunder (or, in the case of the Existing Letters of Credit and the Qingdao Letter of Credit, upon the Effective Date), it shall automatically acquire a participation in the Issuing Bank's liability under such Revolving Letter of Credit in its amended form under an amount equal to such Bank's Revolving Credit Commitment Percentage of such liability, and each Revolving Credit Bank (other than the terms hereof. (fIssuing Bank) The Revolving Letter of Credit Issuer thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, its Revolving Credit Commitment Percentage of the Issuing Bank's liability under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (gc) The Upon receipt from the beneficiary of any Revolving Letter of Credit Issuer of any demand for payment under such Revolving Letter of Credit, which demand substantially complies with the terms and conditions thereof, the Issuing Bank shall act on behalf promptly notify the Company (through the Administrative Agent) of the amount to be paid by the Issuing Bank as a result of such demand and the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand. Notwithstanding the identity of the account party of any Revolving Letter of Credit, the Company hereby unconditionally agrees to pay and reimburse the Administrative Agent for account of the Issuing Bank for the amount of each such demand for payment under such Revolving Letter of Credit at or prior to the date on which payment is to be made by the Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. (d) Forthwith upon its receipt of a notice referred to in clause (c) of this Section 2.05, the Company shall advise Credit Agreement the Administrative Agent whether or not the Company intends to borrow hereunder to finance its obligation to reimburse the Issuing Bank for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 4.05 hereof. (e) Each Revolving Credit Lenders with Bank (other than the Issuing Bank) shall pay to the Administrative Agent for account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds, the amount of such Bank's Revolving Credit Commitment Percentage of any payment under a Revolving Letter of Credit upon notice by the Issuing Bank (through the Administrative Agent) to such Revolving Credit Bank requesting such payment and specifying such amount. Each such Revolving Credit Bank's obligation to make such payment to the Administrative Agent for account of the Issuing Bank under this clause (e), and the Issuing Bank's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Revolving Credit Bank to make its payment under this clause (e), the financial condition of the Company (or any other account party), the existence of any Default or the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. (f) Upon the making of each payment by a Revolving Credit Bank to the Issuing Bank pursuant to clause (e) above in respect to of any Revolving Letters Letter of Credit, such Bank shall, automatically and without any further action on the part of the Administrative Agent, the Issuing Bank or such Bank, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation in respect of such Revolving Letter of Credit issued owing to the Issuing Bank by it the Company hereunder and the documents associated therewith and under the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided Documents relating to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the such Revolving Letter of Credit Issuer and (ii) a participation in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining a percentage equal to such Bank's Revolving Letters of Credit as fully as if Commitment Percentage in any interest or other amounts payable by the term “Administrative Agent” as used in Section 13 included the Company hereunder and under such Revolving Letter of Credit Issuer with Documents in respect to of such acts or omissionReimbursement Obligation (other than the commissions, charges, costs and (B) as additionally provided herein with respect expenses payable to the Revolving Letter Issuing Bank pursuant to clause (g) of Credit Issuer.this Section 2.05

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, (i) other than with respect to the initial deemed issuance of Parent Letters of Credit as Revolving Letters of Credit hereunder, neither UBS AG, Stamford Branch nor any Affiliate thereof shall have any obligation on or after the Seventh Amendment Effective Date to issue or renew any Revolving Letter of Credit, (ii) none of Barclays Bank PLC, Credit Suisse AG, Cayman IslandsNew York Branch, Xxxxxxx Sachs Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereofof the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (iii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Sachs Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under the Creditthis Agreement (except as required by law, regulation, rule or regulatory guidance) or, (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.113.1 or (z) that such Default or Event of Default is no longer continuing. ; (cH) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit L/C Issuer agrees, in reliance upon (among other things) the agreements of the Revolving Credit Lenders set forth in this Section 3Article Iii, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (or, x) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Requestissued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP/Investment Capacity Amount at any time, for the account a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit L/C Issuer in its reasonable discretion. ; provided, that, the Borrower shall be a co- applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided, further, that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Sections 10.05 and 10.06 hereof. Notwithstanding anything to the contrary contained herein, no Revolving L/C Issuer shall be required to issue trade Revolving Letters of Credit under this Agreement unless it agrees to do so. (bii) (xli) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the Revolving L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving L/C Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving L/C Issuer, would exceed the Specified Revolving L/C Commitment of such Revolving L/C Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter L/C Issuer, or if issued to replace existing Revolving Letters of Credit Issuer andwith a maturity of longer than one year, unless or as provided under Section 3.02(b) and (y) the applicable Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favorfavor or (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving L/C Issuer; and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit L/C Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit L/C Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.such

Revolving Letters of Credit. (a) Subject to and upon Each Issuing Lender agrees, on the terms and conditions set forth hereinin this Agreement, at any time and to issue Revolving Letters of Credit denominated in Dollars or an Available Foreign Currency from time to time after before the Closing Date and 30th day prior to the Revolving L/C Facility Maturity DateTermination Date for the 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 (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 Domestic Revolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, immediately after each Revolving Letter of Credit Issuer agreesis issued, in reliance upon (i) the agreements of the aggregate Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit LC Obligations shall not exceed $25,000,000 (the “Revolving Letters of Credit” and each, a “Revolving Letter of CreditLC Committed Amount”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and aggregate Domestic Revolving Outstandings shall not exceed the Domestic Revolving Committed Amount; (iii) the Aggregate Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, (iv) with respect to each individual Letters Domestic Revolving Lender, the aggregate outstanding principal amount of Credit, the Domestic Revolving Lender’s Domestic Revolving Loans plus the aggregate Dollar Amount of its Participation Interests in outstanding Revolving LC Obligations shall not exceed such form as may be approved by Domestic Revolving Lender’s Domestic Revolving Commitment Percentage of the Domestic Revolving Committed Amount; and (v) the Revolving Letter of Credit Issuer in its reasonable discretion. Foreign Currency LC Exposure shall not exceed $10,000,000 (b) the “Revolving Foreign Currency LC Committed Amount”). Notwithstanding the foregoing, (i) no the account party for each Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1Borrower. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth hereinhereof, at any time and including the satisfaction of those conditions in Section 5.3, from time to time on any Business Day occurring from and after the Closing Restatement Effective Date and until the date which is thirty days prior to the Stated Maturity Date in respect of Revolving L/C Facility Maturity DateLoans, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements request of the Cayman Borrower, the applicable Revolving Credit Lenders set forth LC Issuer will: (i) issue one or more standby letters of credit, substantially in this Section 3the form of Exhibit A-2-I hereto, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long together with such changes as the Borrower is the primary obligor and signatory may be acceptable to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit applicable Issuing Bank (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters for the account of Credit shall not at any time exceed the Cayman Borrower in the Stated Amount requested by the Cayman Borrower on such Business Day and otherwise permitted hereunder; (iii) such extend the Stated Expiry Date of an existing Revolving Letter of Credit Issuer’s previously issued hereunder; or (iii) increase the Stated Amount of an existing Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, previously issued by such Revolving LC Issuer hereunder in such form as may be approved amounts requested by the Cayman Borrower and otherwise permitted hereunder; provided that this Section 2.1.4(a) shall not be construed to impose an obligation upon such Revolving LC Issuer to issue any Revolving Letter of Credit Issuer in its reasonable discretionthat is inconsistent with the terms and conditions of this Agreement. (b) Notwithstanding the foregoing, (i) no The Stated Expiry Date of each Revolving Letter of Credit shall be issued the Stated Amount earlier of which, when added to (i) the Revolving Letters date that is one year after the date of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter issuance of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s and (ii) the date that is five Business Days prior to the Stated Maturity Date in respect of Revolving Letters of Credit, unless such Revolving Letter of Credit Commitment)expires by its terms on an earlier date; (ii) no provided, however, that a Revolving Letter of Credit may, upon the request of the Cayman Borrower, include a provision whereby such Revolving Letter of Credit shall be issued renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Stated Amount Maturity Date in respect of which would cause Revolving Letters of Credit) unless the aggregate amount of applicable Revolving LC Issuer notifies the Lenders’ Revolving Credit Exposures beneficiary thereof at least 30 days prior to the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an then-applicable expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer)will not be renewed. (c) Notwithstanding anything to the contrary contained in this Section 2.1.4, none of the Revolving Credit Lenders; (iv) the LC Issuers shall be permitted or required to issue any Revolving Letter of Credit shall be denominated in Dollars; (v) no or increase the Stated Amount of any existing Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for if, after giving effect thereto, (i) the beneficiary of the aggregate Revolving Letter of Credit to have a Outstandings would exceed the Revolving Letter of Credit issued in its favor; and LC Available Amount, (viii) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required aggregate Revolving Credit Lenders stating that a Exposure would exceed the Revolving Loan Commitment Amount or (iii) any Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)continuing. (d) The Revolving Letter of Credit Issuer shall not be under any obligation Within the foregoing limits, and subject to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its the terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain fromand conditions hereof, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect Cayman Borrower’s ability to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such obtain Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereundershall be fully revolving, unless, in each caseand accordingly, the Cayman Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any may obtain Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with replace Revolving Letters of Credit issued by it that have expired or proposed to be issued by it that have been drawn upon and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuerreimbursed.

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of By the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect an amendment to a Revolving Letter of Credit Issuerincreasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Letters of Credit Outstanding with respect to Lender, and each Revolving Letters of Credit issued by Lender hereby acquires from the Issuing Bank, a participation in such Revolving Letter of Credit Issuer shall not exceed equal to such Revolving Letter Lender’s Applicable Percentage of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not the aggregate Dollar Equivalent amount available to be drawn under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in dollars, for the account of the Issuing Bank, such Lender’s Applicable Percentage of the Dollar Equivalent amount of each Revolving L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or the Dollar Equivalent amount of any law applicable reimbursement payment required to such be refunded to the Borrower for any reason. Each Revolving Letter Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer absolute and unconditional and shall not increase the Stated Amount be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit if or the Revolving Letter occurrence and continuance of Credit Issuer would not be permitted at a Default or reduction or termination of the Commitments, and that each such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer payment shall be under no obligation to amend made without any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereofoffset, abatement, withholding or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Creditreduction whatsoever. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding ; provided that the foregoingBorrower shall be a co-applicant, (i) no and jointly and severally liable with respect to each Revolving Letter of Credit shall be issued for the Stated Amount account of which, when added to the such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit Outstanding at issued for the direct or indirect benefit of such time, would exceed direct or indirect parent and its other Subsidiaries other than the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit Borrower and its Restricted Subsidiaries shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof subject to exceed the Total Revolving Credit Commitment then in effectSection 10.5 hereof; provided further that (iiix) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have an expiration date occurring no later than one year after issued Revolving Letters of Credit on the date of issuance thereof (except Conversion Date as set forth provided in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case, unless otherwise agreed upon by case outstanding immediately prior to the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; Seventh Amendment Effective Date and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, (i) other than with respect to the initial deemed issuance of Parent Letters of Credit as Revolving Letters of Credit hereunder, neither UBS AG, Stamford Branch nor any Affiliate thereof shall have any obligation on or after it has received the Seventh Amendment Effective Date to issue or renew any Revolving Letter of Credit, (ii) none of Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Xxxxxxx Sachs Bank USA or any Affiliate thereof that is a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party be required to issue trade or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the commercial Revolving Letters of Credit Outstanding under this Agreement and (iii) none of Barclays Bank PLC or any Affiliate thereof shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation required to issue any Revolving Letter of Credit if: that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally unless Barclays Bank PLC or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not Affiliate otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit agrees in its amended form under the terms hereofsole discretion). (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon On the terms and subject to the conditions set forth hereincontained in this Agreement, each Revolving Issuer agrees to Issue one or more Letters of Credit at the request of, and for the account of, a Borrower to support obligations of the Parent, such Borrower, any time and of the Parent’s Subsidiaries or any Joint Venture, from time to time after on any Business Day during the Closing period commencing on the Effective Date and prior to ending on the date that is 30 days before the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) ; provided that no Revolving Letter of Credit Issuer shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to Issue any Revolving Letter of Credit Issuer, exceed such Revolving Letter upon the occurrence of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount any of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit iffollowing: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the such Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to Issuing such Revolving Letter of Credit or any Requirement of Law applicable to such Revolving Issuer (including, without limitation, any applicable “know your customer” and anti-money laundering rules and regulations) or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance Issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, restriction or reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereundercompensated) not in effect on the Closing Date, date of this Agreement or shall impose upon such Revolving Letter of Credit Issuer result in any unreimbursed loss, cost or expense which that was not applicable on the Closing Date and which applicable, in effect or known to such Revolving Letter Issuer as of Credit the date of this Agreement and that such Revolving Issuer in good xxxxx xxxxx material to it; (ii) such Revolving Issuer shall have received written notice from the issuance Revolving and LC Administrative Agent, any Revolving Lender or a Borrower, on or prior to the requested date of Issuance of such Revolving Letter of Credit, that one or more of the applicable conditions contained in Section 3.2 (with respect to an Issuance on the Effective Date) or 3.3 is not then satisfied or duly waived in accordance with Section 11.1, and such notice has not been revoked by the Person that delivered such notice; (iii) after giving effect to the Issuance of such Revolving Letter of Credit, (x) the Revolving Outstandings would exceed the Revolving Commitments in effect at such time, (y) the aggregate outstanding amount of all Revolving Letters of Credit issued by such Revolving Issuer would exceed its Revolving Letter of Credit Issuer Commitment or (z) the aggregate outstanding amount of all Financial Letters of Credit (other than, in the case of an Issuance of a Revolving Performance Letter of Credit, any Revolving Financial Letter of Credit that has been cash collateralized at 105% of the stated amount of such Revolving Letter of Credit in accordance with Section 2.12(f)) would violate one or more policies of such exceed the Revolving Financial Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of CreditSublimit; (iv) any fees due to the applicable Revolving Issuer in connection with a requested Issuance have not been paid; (v) such Revolving Letter of Credit is denominated requested to be issued in a currency other than Dollars; (v) form that is not acceptable to such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; orIssuer, in its sole discretion exercised in a commercially reasonable manner; (vi) a default of with respect to any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the requested Revolving Letter of Credit denominated in an Alternative Currency, (A) the Revolving Issuer to eliminate or the Revolving and LC Administrative Agent shall not have approved such Issuance or (B) the Revolving Issuer receives notice from the Revolving and LC Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed Issuance of such Revolving Letter of Credit Issuer’s risk with respect that, immediately after giving effect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter the Issuance of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under Credit, the terms hereof. (f) The Revolving sum of the Dollar Equivalent of the Letter of Credit Issuer shall be under no obligation to amend any Revolving Obligations at such time in respect of each Letter of Credit if denominated in an Alternative Currency would exceed the Alternative Currency Cap on the date of such proposed Issuance; (Avii) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment comply with such Revolving Issuer’s internal policies with respect thereto; or (viii) such Revolving Letter of Credit is a trade or commercial letter of credit or bank guarantee and such Revolving Issuer has not agreed in its sole discretion to Issue such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, none of Barclays Bank PLC, Credit Suisse AG, New York Branch, Xxxxxxx Xxxxx Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate of the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (iii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Xxxxx Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under this Agreement (viexcept as required by law, regulation, rule or regulatory guidance), (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); (G) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter that such Default or Event of Credit Issuer Default is no longer continuing; (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such H) no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject During the Revolving Commitment Period, subject to and upon the terms and conditions set forth hereinhereof, at any time and from time the Issuing Bank agrees to time after the Closing Date and prior to the issue Revolving L/C Facility Maturity Date, each Revolving Letter Letters of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of each Borrower in the Borrower (or, so long as the Borrower is the primary obligor and signatory aggregate amount up to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall but not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by exceeding the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoingSublimit; provided, (i) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (ii) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each in no event shall any standby Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (1) five (5) Business Days prior the Revolving Commitment Termination Date and (2) the date which is one year after from the date of issuance thereof of such standby Revolving Letter of Credit; and (except as set forth in Section 3.2(d)), provided that iv) in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the any commercial Revolving Letter of Credit Issuer and, unless have an expiration date later than the earlier of (1) five (5) Business Days prior to the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Revolving Letter of Credit has been Cash Collateralized or backstopped (Credit; provided, further, in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of event (x) rescission of such notice from the party or parties originally delivering such notice a Funding Default exists or (y) the waiver of such Default a determination pursuant to Section 2.18 or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders)2.19 occurs, the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer Issuing Bank shall not be under any obligation required to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain unless the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have Issuing Bank has entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer it and each Borrower to eliminate such Revolving Letter of Credit Issuerthe Issuing Bank’s risk with respect to such Revolving Credit Lender or such risk has been reallocated the participation in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued of the Defaulting Bank, including by it and Cash Collateralizing such Defaulting Bank’s Pro Rata Share of the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit IssuerUsage.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and for the direct or indirect benefit of the Borrower and the Restricted Subsidiaries and for the direct or indirect benefit of the Parent and its other Subsidiaries (or, excluding the Oncor Subsidiaries) so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for the account Parent and its other Subsidiaries’ benefit does not exceed $250,000,000, a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of the Parent and its other Subsidiaries, US Holdings or a Restricted Subsidiary. (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless or as provided under Section 3.2(b) and (y) the Revolving L/C Maturity Date; provided that, to the extent that the 2011 Revolving Credit Commitment Extension Effective Date has occurred, no Revolving Letter of Credit, other than an Optional Revolving Letter of Credit, may have an expiration date occurring later than the Original Revolving L/C Maturity Date if on such date of issuance, the aggregate Stated Amount of all Revolving Letters of Credit having expiration dates after the Original Revolving L/C Maturity Date (including such newly issued Revolving Letter of Credit has been Cash Collateralized or backstopped but excluding any Optional Revolving Letters of Credit), when added to the aggregate Revolving Credit Exposure of all 2016 Revolving Credit Lenders (in the case exclusive of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer)Exposure with respect to such Revolving Letters of Credit) as of such date, would exceed the Total 2016 Revolving Credit LendersCommitment then in effect; (ivD) the each Revolving Letter of Credit shall be denominated in Dollars; (vE) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (viF) no Revolving Letter of Credit shall be issued by a after the Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such the Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to that such Default or Event of Default is no longer continuing; and (G) other than in the Administrative Agent and the case of Existing Letters of Credit, no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit Stated Amount of which, when added to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer Outstandings with respect to such Revolving Letter of Credit any restrictionIssuer, reserve or capital requirement (in each case, for which such would exceed the Specified Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies Commitment of such Revolving Letter of Credit Issuer applicable then in effect. Notwithstanding the proviso to letters clause (C) of credit generally; (iii) except as otherwise agreed by the this Section 3.1(a)(ii), any Revolving Letter of Credit Issuer, such at its sole and absolute discretion, may issue a Revolving Letter of Credit is in (each, an initial Stated Amount less than $50,000, in the case of a commercial “Optional Revolving Letter of Credit”) having an expiration date occurring later than the Original Revolving L/C Maturity Date but earlier than the Revolving L/C Maturity Date notwithstanding that, on such date of issuance or $10,000at any time thereafter, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the aggregate Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.#4812-2844-92899582-0297

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, EnergySolutions may request the issuance of letters of credit (“Revolving Letters of Credit”) for its own account or, so long as EnergySolutions is a joint and several co-applicant with respect thereto, the account of any of its Subsidiaries, denominated in U.S. Dollars and, to the extent agreed to by the applicable Revolving Issuing Bank, any Available Foreign Currency, and in a form reasonably acceptable to the Administrative Agent and the applicable Revolving Issuing Bank, at any time and from time to time after the Closing Date and prior to during the Revolving L/C Facility Maturity Date, each Revolving Availability Period. Each Existing Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long designated as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”” on Schedule 2.6 shall be deemed, for all purposes of this Agreement (including paragraphs (f) and (h) of this Section 2.6), which to be a Revolving Letters Letter of Credit shall not at issued hereunder. EnergySolutions unconditionally and irrevocably agrees that, in connection with any time exceed (i) Revolving Letter of Credit issued for the account of any of its Subsidiaries as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of Revolving L/C Disbursements, the payment of interest thereon and the payment of fees due under Section 2.9 to the same extent as if it were the sole account party in respect of such Revolving Letter of Credit Issuer’s Credit. Notwithstanding anything contained in any letter of credit application furnished to any Revolving Issuing Bank in connection with the issuance of any Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no all provisions of such letter of credit application purporting to grant liens in favor of the Revolving Issuing Bank to secure obligations in respect of such Revolving Letter of Credit shall be issued the Stated Amount of whichdisregarded, when added it being agreed that such obligations shall be secured to the Revolving Letters of Credit Outstanding at such time, would exceed extent provided in this Agreement and in the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); Security Documents and (ii) no Revolving Letter in the event of Credit shall be issued any inconsistency between the Stated Amount terms and conditions of which would cause such letter of credit application and the aggregate amount terms and conditions of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentthis Agreement, the Revolving Letter terms and conditions of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit this Agreement shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1control. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, none of Barclays Bank PLC, Credit Suisse AG, New York Branch, Xxxxxxx Xxxxx Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate of the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three (3) Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Xxxxx Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under this Agreement (viexcept as required by law, regulation, rule or regulatory guidance), (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); (G) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter that such Default or Event of Credit Issuer Default is no longer continuing; (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such H) no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) The Revolving Letter of Credit Commitment. (i) Subject to and upon the terms and conditions set forth herein, at any time and from time to time after the Closing Date and prior to (A) the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer Issuing Bank agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 32.04, to issue (1) from time to time from the Closing Date through on any Business Day during the Revolving L/C Facility Maturity Date LC Availability Period to issue Revolving Letters of Credit for the account of the either Borrower (oror any other Loan Party, so long as the Borrower is the primary obligor and signatory to the Letter amend Revolving Letters of Credit Requestpreviously issued by it, in accordance with subsection (b) below, and (2) to honor drawings by beneficiaries under the Revolving Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Revolving Letters of Credit issued for the account of Holdings a Borrower or other Loan Party and any Restricted Subsidiary) letters of credit (the “drawings thereunder; provided that after giving effect to any Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of LC Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or Extension with respect to any Revolving Letter of Credit, (x) the Revolving LC Obligations shall not exceed $10,000,000 and (y) the Aggregate Credit Issuer, Exposure shall not exceed such the Total Revolving Letter Commitment. Each request by a Borrower for the issuance or amendment of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no a Revolving Letter of Credit shall be issued deemed to be a representation by such Borrower that the Stated Amount Revolving LC Credit Extension 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, a Borrower’s ability to obtain Revolving Letters of which would cause Credit shall be fully revolving, and accordingly such Borrower may, during the aggregate amount foregoing period, obtain Revolving Letters of Credit to replace Revolving Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) The Revolving Issuing Bank shall not issue any Revolving Letter of Credit, if: (A) subject to Section 2.04(b)(iv), the Lenders’ Revolving Credit Exposures at the time expiry date of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each such requested Revolving Letter of Credit shall have an expiration date occurring no later would occur more than one year twelve months after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each caseor last extension, unless otherwise agreed upon by the Administrative Agent, Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Revolving Letter of Credit Issuer andwould occur after the date that is five Business Days prior to the Revolving Maturity Date, unless all the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to Lenders have approved such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1expiry date. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (diii) The Revolving Letter of Credit Issuer Issuing Bank shall not be under any obligation to issue any Revolving Letter of Credit if: : (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Revolving Letter of Credit Issuer Issuing Bank from issuing such Revolving Letter of Credit, or any law applicable to such the Revolving Letter of Credit Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Revolving Letter of Credit Issuer Issuing Bank shall prohibit, or request that such the Revolving Letter of Credit Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such the Revolving Letter of Credit Issuer Issuing Bank with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such the Revolving Letter of Credit Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the Revolving Letter of Credit Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the Revolving Letter of Credit Issuer Issuing Bank in good xxxxx xxxxx material to it; ; (iiB) the issuance of such Revolving Letter of Credit would violate one or more policies of such the Revolving Letter of Credit Issuer applicable to letters of credit generally; Issuing Bank; (iiiC) except as otherwise agreed by the Administrative Agent and the Revolving Letter of Credit IssuerIssuing Bank, such Revolving Letter of Credit is in an initial Stated Amount stated amount less than $50,000100,000, in provided that this subclause (C) shall not apply if 30 or fewer Letters of Credit are outstanding as of the case date of a commercial Revolving Letter issuance of Credit, or $10,000, in the case of a standby such Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (ivD) such Revolving Letter of Credit is to be denominated in a currency other than Dollars; dollars; (vE) such Revolving Letters Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount stated amount after any drawing thereunder; or or (viF) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 2.04(c) exists or any Revolving Credit Lender is at such time a Defaulting Lender has failed to fund any portion of the participations in Revolving LC Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless, in each any such case, the Borrower have Revolving Issuing Bank has entered into satisfactory arrangements reasonably satisfactory with the applicable Borrower or such Revolving Lender to eliminate the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit IssuerIssuing Bank’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16Lender. (eiv) The Revolving Letter of Credit Issuer Issuing Bank shall not increase the Stated Amount of amend any Revolving Letter of Credit if the Revolving Letter of Credit Issuer Issuing Bank would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (fv) The Revolving Letter of Credit Issuer Issuing Bank shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer Issuing Bank would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (gvi) The Revolving Letter of Credit Issuer Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith therewith, and the Revolving Letter of Credit Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 Article VIII with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer Issuing Bank in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 Article VIII included the Revolving Letter of Credit Issuer Issuing Bank with respect to such acts or omissionomissions, and (B) as additionally provided herein with respect to the Revolving Letter Issuing Bank. (b) Procedures for Issuance and Amendments of Credit Issuer.Revolving Letters of Credit; Auto-

Revolving Letters of Credit. (aIn addition to Borrower requesting that Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(i) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(ii), Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Restatement Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that one or more Revolving Lenders issue Revolving Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit. Subject to and upon the terms and conditions set forth herein, at any time of this Agreement and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements representations and warranties of the Borrower herein set forth, any one or more Revolving Credit Lenders set forth may, but (except as provided in this Section 3subsection 3.1B(iii)) shall not be obligated to, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which such Revolving Letters of Credit in accordance with the provisions of this subsection 3.1; provided that Borrower shall not at request that any time exceed Revolving Lender issue (i) such and no Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion.Lender shall issue): (ba) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuerif, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed such the Revolving Loan Commitments then in effect; (b) any Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof if, after giving effect to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agentissuance, the Revolving Letter of Credit Issuer and, unless the Revolving Usage would exceed $35,000,000; (c) any Standby Letter of Credit has been Cash Collateralized or backstopped having an expiration date later than the earlier of (in 1) ten days prior to the case Revolving Loan Commitment Termination Date and (2) the date which is one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (2) shall not prevent any Revolving Issuing Lender from agreeing that a backstop only, on terms reasonably satisfactory to such Revolving Standby Letter of Credit Issuer)will automatically be extended for one or more successive periods not to exceed one year each unless such Revolving Issuing Lender elects not to extend for any such additional period; and provided, the further, that such Revolving Credit Lenders; (iv) the Revolving Issuing Lender shall elect not to extend such Standby Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating knowledge that a Default or an Event of Default has occurred and is continuing until such (and has not been waived in accordance with subsection 10.6) at the time as such Revolving Issuing Lender must elect whether or not to allow such extension; (d) any Standby Letter of Credit Issuer shall have received a written notice issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); (e) any Commercial Letter of Credit having an expiration date (1) later than the earlier of (x) rescission of such notice from the party or parties originally delivering such notice or date which is 30 days prior to the Revolving Loan Commitment Termination Date and (y) the waiver date which is 180 days from the date of issuance of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Commercial Letter of Credit Issuer or (which notice 2) that is otherwise unacceptable to the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the applicable Revolving Letter of Credit Commitment Issuing Lender in whole or in partits reasonable discretion; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment).or (df) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon The Revolving Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3forth, to issue from time (or cause any of its Affiliates that is a commercial bank to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiaryissue on its behalf) standby letters of credit (the “Revolving Letters of Credit” and each, each a “Revolving Letter of Credit”), which ) in Dollars for the account of EnergySolutions or any of the Subsidiaries from time to time on any Business Day during the period from the Agreement Date until 5 days before the Revolving Maturity Date in an aggregate Available Amount (i) for all Revolving Letters of Credit shall not to exceed at any time exceed the Revolving Letter of Credit Commitment at such time and (iii) for each such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof not to exceed the Total aggregate Unused Revolving Credit Commitment then in effect; (iii) each Commitments as of the date of issuance thereof. No Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (i) one year after the date of issuance thereof thereof, or (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than ii) five (5) days before the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed but may by its terms be renewable annually upon by the Administrative Agent, written notice (a “Revolving Notice of Renewal”) given to the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to Issuing Bank that issued such Revolving Letter of Credit Issuer), and the Administrative Agent on or prior to any date for notice of renewal set forth in such Revolving Letter of Credit but in any event at least 10 Business Days prior to the date of the proposed renewal of such Revolving Letter of Credit and upon fulfillment of the applicable conditions set forth in Article 3 unless the Revolving Issuing Bank has notified EnergySolutions (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Revolving Letter of Credit Lendersbut in any event at least 5 Business Days prior to the date of automatic renewal of its election not to renew such Revolving Letter of Credit (a “Revolving Notice of Termination”); provided that the terms of each Revolving Letter of Credit that is automatically renewable annually shall (ivx) require the Revolving Issuing Bank that issued such Revolving Letter of Credit to give the beneficiary named in such Revolving Letter of Credit notice of any Revolving Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Revolving Letter of Credit prior to the date such Revolving Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Revolving Letter of Credit in any event to be extended to a date later than 5 days before the Revolving Maturity Date. If either a Revolving Notice of Renewal is not given by EnergySolutions or a Revolving Notice of Termination is given by the Revolving Issuing Bank pursuant to the immediately preceding sentence, such Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if expire on the date on which it otherwise would be illegal under any applicable law for have been automatically renewed. Within the beneficiary limits of the Revolving Letter of Credit Commitment, and subject to have a the limits referred to above, EnergySolutions may request the issuance of Revolving Letters of Credit under this Section 2.1(c), repay any Letter of Credit Loans resulting from drawings thereunder pursuant to Section 2.2(f) and request the issuance of additional Revolving Letters of Credit under this Section 2.1(c). EnergySolutions shall be liable for all obligations in respect of each Revolving Letter of Credit issued in its favor; and (vi) no Revolving for the account of any of the Subsidiaries, including, without limitation, the obligations to repay any Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default Loan in accordance with the provisions of respect thereof under Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment2.4(c). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, none of Barclays Bank PLC, Credit Suisse AG, New York Branch, Xxxxxxx Sachs Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate of the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (iii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Sachs Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under this Agreement (viexcept as required by law, regulation, rule or regulatory guidance), (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); (G) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter that such Default or Event of Credit Issuer Default is no longer continuing; (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such H) no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx fxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, at any time and from time to time after the Closing Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agreesforth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Section 3Agreement, to issue letters of credit (each, a "Revolving Letter of Credit") denominated in Dollars or any Committed Currency for the account of any Borrower (other than a Designated Subsidiary (Bid only) or a Canadian Borrower) and its Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date through until 30 days before the Revolving L/C Facility Maturity Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the account lesser of (x) the Borrower (or, so long as the Borrower is the primary obligor and signatory to the applicable Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit Facility at such time and (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (iy) such Revolving Issuing Bank's Letter of Credit Issuer’s Revolving Commitment at such time and (ii) for each such Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added not to exceed an amount equal to the Unused Revolving Letters Credit Commitments of Credit Outstanding the Lenders at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving . No Letter of Credit shall have an expiration date occurring no (including all rights of the applicable Borrower or the beneficiary to require renewal) later than one year after the date of issuance thereof (except as set forth in Section 3.2(d))final Termination Date, provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer andmay expire after the Termination Date of any Non-Consenting Lender if, unless after giving effect to such Issuance, the aggregate Revolving Letter Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit has been Cash Collateralized or backstopped (in expiring after such Termination Date. Within the case limits referred to above, the Borrowers may from time to time request the issuance of a backstop only, on terms reasonably satisfactory to such Revolving Letter Letters of Credit Issuerunder this Section 2.01(c), the Revolving Credit Lenders; (iv. Each letter of credit listed on Part I of Schedule 2.01(c) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit deemed to have constitute a Revolving Letter of Credit issued in its favor; hereunder, and (vi) no each Lender that is an issuer of such a Revolving Letter of Credit on the date hereof shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such Revolving Letter of Credit, provided that any renewal or replacement of any such Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice an Issuing Bank pursuant to the Administrative Agent and the Revolving Letter terms of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)this Agreement. (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a 144 AMERICAS 122173769123894352 Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, none of Barclays Bank PLC, Credit Suisse AG, New York Branch, Xxxxxxx Xxxxx Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate of the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (iii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three (3) Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Xxxxx Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under this Agreement (viexcept as required by law, regulation, rule or regulatory guidance), (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); (G) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or 145 AMERICAS 122173769123894352 the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter that such Default or Event of Credit Issuer Default is no longer continuing; (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such H) no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject to and upon Upon the terms and conditions set forth hereinrequest of Borrower, made at any --------------------------- time and from time to time after during the Closing Date term hereof, and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory no Event of Default has occurred, Bank, on a revolving basis, will, subject to the Letter of Credit Requestlimitations set forth below, for the account of Holdings or any Restricted Subsidiary) issue commercial letters of credit (for Borrower's account to facilitate the “Revolving Letters importation of Credit” merchandise by Borrower for resale by Borrower and eachissue standby letters of credit for Borrower's account for purposes acceptable to Bank; provided, a “Revolving Letter however, that in no event shall Bank be obligated to issue any letters of Credit”)credit under this Section 3.1, which Revolving Letters whenever the total of Credit shall not at any time exceed (i) such Revolving Letter Borrower's Obligations in respect of Credit Issuer’s Revolving Letter all letters of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no Revolving Letter of Credit shall be issued the Stated Amount of whichcredit outstanding under this Section 3.1, when added to the Revolving Letters of Credit Outstanding Daily Balance, exceeds, at such any time, would either the Borrowing Base or the sum of Five Million Dollars ($5,000,000.00); provided further, however, that the total of Borrower's Obligations in respect to all letters of credit outstanding may not exceed at any one time Three Million Five Hundred Thousand Dollars ($3,500,000.00). If, at any time and for any reason, the total of Borrower's Obligations in respect to all letters of credit outstanding under this Section 3.1, when added to the Daily Balance, exceeds either the Borrowing Base or the sum of Five Million Dollars ($5,000,000.00) (an "Overline") or if, at any time and for any reason, the total of Borrower's Obligations in respect to all commercial and standby letters of credit outstanding hereunder exceeds Three Million Five Hundred Thousand Dollars ($3,500,000.00)(an "L/C Overline"), then Borrower shall immediately pay to Bank, in cash, the amount of such Overline and/or L/C Overline. Bank may, in its sole discretion, elect to treat an L/C Overline as an advance under the Credit. Notwithstanding the foregoing, Borrower shall be able to obtain standby and commercial letters of credit in excess of the Three Million Five Hundred Thousand Dollar ($3,500,000.00) sublimit set forth above if and only if Borrower delivers to Bank cash or some other collateral approved by Bank in its sole and absolute discretion in the amount of the requested letter of credit (the "L/C Overline Collateral"). Such L/C Overline Collateral shall constitute a part of the Collateral, shall be encumbered by the security interest granted in Section 5.1 of this Agreement, and shall secure all of Borrower's Obligations (and not just those under the L/C Sublimit (Overline). Borrower shall execute and deliver, or cause to be executed and delivered, to Bank, concurrent with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have Borrower's request for an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity DateOverline, and at any time or times hereafter at the request of Bank, all financing statements, continuation financing statements, fixture filings, letters of authority and all other documents that Bank may reasonably request, in each caseform satisfactory to Bank, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (to perfect and maintain perfected Bank's security interests in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (v) no Revolving Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor; L/C Overline Collateral and (vi) no Revolving Letter of Credit shall be issued by a Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer rights in connection with Revolving Letters therewith as are specified elsewhere in this Agreement (including, without limitation, those under Section 5.2 of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuerthis Agreement).

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to 141 the contrary contained herein, none of Barclays Bank PLC, Credit Suisse AG, New York Branch, Xxxxxxx Xxxxx Bank USA, Truist Bank, Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate of the foregoing that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three (3) Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless the or if issued to replace existing Revolving Letter Letters of Credit has been Cash Collateralized with a maturity of longer than one year, or backstopped as provided under Section 3.2(b) and (in y) the case of a backstop only, on terms reasonably satisfactory to such applicable Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Xxxxx Bank USA or any Affiliate thereof (“Xxxxxxx”), the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxxx applicable to letters of credit generally; it being agreed and understood by Xxxxxxx that Xxxxxxx shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under this Agreement (viexcept as required by law, regulation, rule or regulatory guidance), (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP”), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under this Agreement (except as required by law, regulation, rule or regulatory guidance) or (v) to the extent the Revolving Letter of Credit Issuer is Xxxxxx Xxxxxxx Bank, N.A. or any Affiliate thereof, the issuance of such Revolving Letter of Credit would violate any policies of Xxxxxx Xxxxxxx Bank, N.A. applicable to letters of credit generally; it being agreed and understood by Xxxxxx Xxxxxxx Bank, N.A. that Xxxxxx Xxxxxxx Bank, N.A. shall act in good faith and use commercially reasonable efforts to not change such policies after the Eleventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); (G) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter that such Default or Event of Credit Issuer Default is no longer continuing; (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such H) no Revolving Letter of Credit Issuer shall not exceed be obligated to issue any Revolving Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Revolving Letter of Credit if, as of the date of such issuance, such Revolving Letter of Credit Issuer’s has a stated expiry date after the 2022 Non-Extended Revolving Letter Credit Maturity Date and the aggregate Stated Amount of all Revolving Letters of Credit Commitment). having stated expiry dates after the 2022 Non-Extended Revolving Credit Maturity Date, when added (dwithout duplication) The to the aggregate Revolving Credit Exposure of all 2022 Extended Revolving Credit Lenders as of such date, would exceed the aggregate amount of the 2022 Extended Revolving Credit Commitments then in effect; and (I) no Revolving Letter of Credit Issuer shall not be under any obligation obligated to issue any Revolving Letter of Credit if: if the expiry date of such requested Revolving Letter of Credit would occur (iA) after the 2022 Non-Extended Revolving Credit Maturity Date, unless all Revolving Credit Lenders have approved such expiry date or unless the 2022 Non-Extended Revolving Credit Lenders cease to hold a participation in, and to be obligated in any order, judgment manner to reimburse or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain otherwise indemnify the relevant Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or for any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issueramounts drawn under, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000after the 2022 Non-Extended Revolving Credit Maturity Date, except in the case of circumstances contemplated by Section 4.3(a) or (B) after the 2022 Extended Revolving Credit Maturity Date, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a commercial Revolving Letter of Creditparticipation in, and to be obligated in any manner to reimburse or $10,000, in otherwise indemnify the case of a standby Revolving Letter of Credit; provided that none of the initial relevant Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) Issuer for any amounts drawn under, such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of after the Stated Amount after any drawing thereunder; or (vi) a default of any 2022 Extended Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, Maturity Date and the Borrower have entered into arrangements reasonably satisfactory to the relevant Revolving Letter of Credit Issuer to eliminate has approved such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16expiry date. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Date and prior to the applicable Revolving L/C Facility Maturity Date, each Revolving Letter of Credit L/C Issuer agrees, in reliance upon (among other things) the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (or, x) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Requestissued for such parent and its other Subsidiaries’ benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed the Available RP/Investment Capacity Amount at any time, for the account a letter of Holdings credit or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit L/C Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Sections 10.5 and 10.6 hereof. Notwithstanding anything to the contrary contained herein, no Revolving L/C Issuer shall be required to issue trade Revolving Letters of Credit under this Agreement unless it agrees to do so. (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the Revolving L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving L/C Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving L/C Issuer, would exceed the Specified Revolving L/C Commitment of such Revolving L/C Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter L/C Issuer, or if issued to replace existing Revolving Letters of Credit Issuer andwith a maturity of longer than one year, unless or as provided under Section 3.2(b) and (y) the applicable Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favorfavor or (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving L/C Issuer; and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit L/C Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit L/C Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.of

Revolving Letters of Credit. (ai) Subject to and upon the terms and conditions herein set forth hereinforth, at any time and from time to time on and after the Closing Conversion Date and prior to the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from upon the Closing Date through the Revolving L/C Facility Maturity Date for the account request of the Borrower and (orx) for the direct or indirect benefit of the Borrower and its direct or indirect Subsidiaries and, (y) for the direct or indirect benefit of any direct or indirect parent of the Borrower or any Subsidiaries of such direct or indirect parent (or any Person which was a Subsidiary of a direct or indirect parent of the DIP Borrower on the Closing Date) so long as the Borrower is the primary obligor and signatory to the Letter aggregate Stated Amount of all Letters of Credit Request, issued for so long as the aggregate Stated Amount of all Letters of Credit issued for such parent and its other Subsidiaries’ (or such other Persons’) benefit (excluding Letters of Credit issued to support the obligations of such direct or indirect parent or its other Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) does not exceed $50,000,000the Available RP Capacity Amount at any time and (z) for the account direct or indirect benefit of Energy Future Holdings Corp. and its subsidiaries and their respective successors and assigns (excluding Letters of Credit issued to support the obligations of Energy Future Holdings Corp. and its Subsidiaries which obligations were entered into primarily to benefit the business of Borrower and its Subsidiaries) to support insurance policies outstanding on or before October 3, 2016 so long as the aggregate Stated Amount of all Letters of Credit issued for Energy Future Holdings Corp. and its successors and assigns does not exceed $25,000,000 at any Restricted Subsidiary) time, a letter of credit or letters of credit (the “Revolving Letters of Credit” and each, a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form and with such Issuer Documents as may be approved by the such Revolving Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable with respect to each Revolving Letter of Credit issued for the account of such Subsidiary or such direct or indirect parent and its other Subsidiaries; provided further that Revolving Letters of Credit issued for the direct or indirect benefit of such direct or indirect parent and its other Subsidiaries other than the Borrower and its Restricted Subsidiaries shall be subject to Section 10.5 hereof; provided further that (x) each Revolving Letter of Credit Issuer that is an issuer of DIP Revolving Letters of Credit on the Conversion Date shall be deemed to have issued Revolving Letters of Credit on the Conversion Date as provided in Section 3.10 and (y) each Term Letter of Credit and each Parent Letter of Credit, in each case outstanding immediately prior to the Seventh Amendment Effective Date and issued by a Revolving Letter of Credit Issuer shall be deemed to be a Revolving Letter of Credit issued hereunder on the Seventh Amendment Effective Date as provided in Section 3.10. Notwithstanding anything to the contrary contained herein, (i) other than with respect to the initial deemed issuance of Parent Letters of Credit as Revolving Letters of Credit hereunder, neither UBS AG, Stamford Branch nor any Affiliate thereof shall have any obligation on or after the Seventh Amendment Effective Date to issue or renew any Revolving Letter of Credit, (ii) none of Barclays Bank PLC, Credit Suisse Securities (USA) LLC, UBS AG, StamfordAG, Cayman Islands Table of Contents Branch, Xxxxxxx Sachs Bank USA or any Affiliate thereof that is a Revolving Letter of Credit Issuer shall be required to issue trade or commercial Revolving Letters of Credit under this Agreement and (iiiii) none of Barclays Bank PLC or any Affiliate thereof shall be required to issue any Revolving Letter of Credit that provides for payment less than three Business Days after receipt of a draw request from the applicable beneficiary (unless Barclays Bank PLC or such Affiliate otherwise agrees in its sole discretion). (bii) Notwithstanding the foregoing, (iA) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding in respect of all Revolving Letters of Credit at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment)Commitment then in effect; (iiB) no Revolving Letter of Credit shall be issued the Stated Amount of which which, when added to the Revolving Letters of Credit Outstanding with respect to all Revolving Letters of Credit would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the such time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiC) subject to the provisions of Section 3.10, no Revolving Letter of Credit shall be issued (or deemed issued) by any Revolving Letter of Credit Issuer the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding with respect to such Revolving Letter of Credit Issuer, would exceed the Specified Revolving Letter of Credit Commitment of such Revolving Letter of Credit Issuer then in effect; (D) each Revolving Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each casethereof, unless otherwise agreed upon by the Administrative Agent, Agent and the Revolving Letter of Credit Issuer andIssuer, unless or if issued to replace existing Revolving Letters of Credit with a maturity of longer than one year, or as provided under Section 3.2(b) and (y) the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit LendersL/C Maturity Date; (ivE) the each Revolving Letter of Credit shall be denominated in Dollars; (vF) no Revolving Letter of Credit shall be issued if (i) it would be illegal under any applicable law Applicable Law for the beneficiary of the Revolving Letter of Credit to have a Revolving Letter of Credit issued in its favor, (ii) the issuance of such Revolving Letter of Credit would violate any laws binding upon the applicable Revolving Letter of Credit Issuer or, (iii) to the extent the Revolving Letter of Credit Issuer is Xxxxxxx Xxxxx Bank USA or any Affiliate thereof (“Goldman”), the issuance of such Revolving Letter of Credit would violate any policies of Goldman applicable to letters of credit generally; it being agreed and understood by Goldman that Goldman shall act in good faith and use commercially reasonable efforts to not change such policies after the 2016 Incremental Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance) or (iv) to the extent the Revolving Letter of Credit Issuer is BNP Paribas or any Affiliate thereof (“BNP” ), the issuance of such Revolving Letter of Credit would violate any policies of BNP applicable to letters of credit generally; it being agreed and understood by BNP that BNP shall act in good faith and use commercially reasonable efforts to not change such policies after the Seventh Amendment Effective Date in a manner that would limit its obligations under the Credit Agreement (except as required by law, regulation, rule or regulatory guidance); and (viG) no Revolving Letter of Credit shall be issued by a after the relevant Revolving Letter of Credit Issuer after it has received a written notice from any Credit Party the Borrower or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as such Revolving Letter of Credit Issuer shall have received a written notice of (x) of rescission of such notice from the party or parties originally delivering such notice or notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. 13.1 or (cz) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer shall not be under any obligation to issue any Revolving Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter Default or Event of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer Default is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16no longer continuing. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.

Revolving Letters of Credit. (a) Subject During the Revolving Commitment Period, subject to and upon the terms and conditions set forth hereinhereof, at any time and from time Issuing Bank agrees to time after issue Letters of Credit for the Closing Date and prior account of Borrowers in the aggregate amount up to but not exceeding the Revolving L/C Facility Maturity Date, each Revolving Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the Revolving L/C Facility Maturity Date for the account of the Borrower Sublimit (or, so long as the Borrower is the primary obligor and signatory to the any such Letter of Credit Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Revolving Letters of Credit” and eachissued pursuant to this Section 2.4(a), a “Revolving Letter of Credit”), which Revolving Letters of Credit shall not at any time exceed (i) such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) individual Letters of Credit, in such form as may be approved by the Revolving Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing; provided, (i) no Revolving Letter of Credit shall be issued the Stated Amount of which, when added to the Revolving Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (or with respect to any Revolving Letter of Credit Issuer, exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment); (ii) no Revolving Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Revolving Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the Revolving L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the Revolving Letter of Credit Issuer and, unless the Revolving Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Revolving Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Revolving Letter of Credit shall be denominated in Dollars; (vii) no Revolving the stated amount of each Letter of Credit shall not be issued if it would be illegal under any applicable law for less than $10,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the beneficiary Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Revolving Letter of Credit to have a Usage exceed the Revolving Letter of Credit issued Sublimit then in its favoreffect; (v) in no event shall any standby Revolving Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Revolving Letter of Credit; and (vi) in no event shall any documentary Revolving Letter of Credit shall be issued by a (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such documentary Revolving Letter of Credit Issuer after or (y) be issued if such documentary Revolving Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Revolving Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Revolving Letter of Credit if at least 2 Business Days prior to the time Issuing Bank must elect to allow such extension, it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or an Event of Default has occurred and is continuing until at the time Issuing Bank must elect to allow such time as such Revolving Letter of Credit Issuer shall have received extension; provided, further, in the event a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Funding Default or Event of Default in accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Revolving Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders)exists, the Borrower shall have the right, on any day, permanently to terminate or reduce the Revolving Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Revolving Letters of Credit Outstanding shall not exceed the Revolving Letter of Credit Commitment (or with respect to a Revolving Letter of Credit Issuer, the Revolving Letters of Credit Outstanding with respect to Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall not exceed such Revolving Letter of Credit Issuer’s Revolving Letter of Credit Commitment). (d) The Revolving Letter of Credit Issuer Issuing Bank shall not be under any obligation required to issue any Revolving Letter of Credit if: (i) any orderunless Issuing Bank has entered into arrangements satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect to the participation in Revolving Letters of Credit of the Defaulting Lender, judgment or decree including by cash collateralizing such Defaulting Lender’s Pro Rata Share of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Revolving Letter of Credit Issuer from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Letter of Credit Issuer shall prohibit, or request that such Revolving Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Revolving Letter of Credit in particular or shall impose upon such Revolving Letter of Credit Issuer with respect to such Revolving Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Revolving Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Revolving Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Revolving Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Revolving Letter of Credit would violate one or more policies of such Revolving Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Revolving Letter of Credit Issuer, such Revolving Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Revolving Letter of Credit, or $10,000, in the case of a standby Revolving Letter of Credit; provided that none of the initial Revolving Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Revolving Letters of Credit; (iv) such Revolving Letter of Credit is denominated in a currency other than Dollars; (v) such Revolving Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Revolving Letter of Credit Issuer to eliminate such Revolving Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16Usage. (e) The Revolving Letter of Credit Issuer shall not increase the Stated Amount of any Revolving Letter of Credit if the Revolving Letter of Credit Issuer would not be permitted at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof. (f) The Revolving Letter of Credit Issuer shall be under no obligation to amend any Revolving Letter of Credit if (A) the Revolving Letter of Credit Issuer would have no obligation at such time to issue such Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (g) The Revolving Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Revolving Letters of Credit issued by it and the documents associated therewith and the Revolving Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Revolving Letter of Credit Issuer in connection with Revolving Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Revolving Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Revolving Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Revolving Letter of Credit Issuer.