Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agree, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Tranche 2 Lenders set forth in this Section 2.032.20, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the (x) Borrower or any Subsidiary or (y) in the case of its Restricted Subsidiariescommercial Letters of Credit only, any customer of Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Tranche 2 Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xI) the Total Revolving A Tranche 2 Outstandings shall not exceed the Aggregate Revolving A Commitmentsaggregate amount of Tranche 2 Commitments that would be in effect at any time prior to the expiration of all Letters of Credit outstanding at such time (solely after giving effect to the scheduled maturity of any Commitment occurring prior to the expiration of all such Letters of Credit), and (yII) the Revolving A Credit Exposure aggregate Dollar Equivalent of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the all L/C Obligations shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower or an L/C Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Borrower represents that it or its applicable Subsidiary has complied with all applicable requirements of Law (including “know your customer” requirements) with respect to all customers of Borrower or any Subsidiary for whose account a Letter of Credit is issued hereunder. (ii) No The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii2.20(b)(iii), the expiry date of the such requested Letter of Credit (other than a Letter of Indemnity) would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or; (B) the expiry date of such requested Letter of Credit (other than a Letter of Indemnity) would occur after the Letter of Credit Expiration Date, unless ; (C) any Bankers’ Acceptance created or to be created thereunder would not be an eligible bankers’ acceptance under Section 13 of the applicable L/C Issuer approved such expiry dateFederal Reserve Act (12 U.S.C. § 372); provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and or (D) such Letter of Credit shall be Cash Collateralized or backstopped in is a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the “direct-pay” Letter of Credit Expiration DateCredit. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or bankers’ acceptances generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense (for which the L/C Issuer is not otherwise compensated hereunder) which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the maturity date of any Bankers’ Acceptance would occur (1) earlier than 30 or later than 120 days from the date of issuance or (2) later than 60 days before the Letter of Credit Expiration Date, unless the Requisite Tranche 2 Lenders have approved such maturity date; (C) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit or bankers’ acceptances generally; (CD) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,00010,000; (DE) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (EF) except as described in Section 2.20(b)(iii), such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters contains any provisions for automatic reinstatement of Credit in the requested currencystated amount after any drawing thereunder; (FG) any Revolving A Tranche 2 Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of arrangements for Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) Collateralization with the Borrower or such Defaulting Tranche 2 Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)2.18) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure; (H) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency (if not Dollars); (I) except as otherwise agreed by the L/C Issuer (acting reasonably, as it may elect in its sole discretionconsultation with the Borrower), in the case of any Letter of Indemnity, the expiry date of such requested Letter of Indemnity would occur (x) more than twelve months after the date of issuance or last extension or (y) after the Letter of Credit Expiration Date; or (GJ) the aggregate Dollar Equivalent of all L/C Obligations issued and outstanding by such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderL/C Issuer would exceed its L/C Issuer Sublimit. (iv) No The L/C Issuer shall not amend any Letter of Credit Credit, if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall not be under any obligation to amend any Letter of Credit Credit, if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Tranche 2 Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X Section 9.3 (other than Section 9.3(h)) with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and in connection with Issuer Documents pertaining to such Letters of Credit Credit, as fully as if the term “Administrative Agent” as used in Article X Section 9.3 (other than Section 9.3(h)) included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer; provided, however, that nothing in this Section 2.20(a)(vi) shall limit the liability of the L/C Issuer to the Borrower under Section 2.20(f) of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Applicable Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued hereunder for the account of the Applicable Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) with regard to the Revolving Lenders collectively, the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A CommitmentsCommitted Amount, (yx) the with regard to each Revolving A Credit Exposure Lender individually, such Revolving Lender’s Pro Rata Share of any Total Revolving A Lender Outstandings shall not exceed such Revolving Lender’s Revolving A Commitment and (zy) the Outstanding Amount of the L/C Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “Letter of Credit Sublimit”). Each request by the Applicable Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower AWI that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof. (ii) No An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer; (C) except (I) as otherwise agreed by the Administrative Agent and such L/C IssuerIssuer or (II) in respect of an Existing Letter of Credit and any replacements thereof, such Letter of Credit is in an initial stated face amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; or (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that such time a Defaulting Lender, whether on account of a failure to fund its obligations under Section 2.03(c) or otherwise, unless such L/C Issuer Adequate Assurance has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderbeen provided. (iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) An L/C Issuer shall be under no obligation to issue or amend any Letter of Credit if such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Section 5.02 shall not then be satisfied. (vii) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (Ai) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each such L/C Issuer with respect to such acts or omissions, and (Bii) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (x) (A) the L/C Issuers agreeeach Issuing Bank agrees, in reliance upon the agreements of the U.S. Revolving A Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue U.S. Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, and to amend or extend U.S. Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the U.S. Letters of Credit; (B) the U.S. Revolving Lenders severally agree to participate in U.S. Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder and (y) each Issuing Bank agrees, in reliance upon the agreements of the Alternative Currency Revolving Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or its Subsidiaries, and to amend or extend Alternative Currency Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Alternative Currency Letters of Credit; and (B) the Alternative Currency Revolving A Lenders severally agree to participate in Alternative Currency Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xA) the Total Revolving A Outstandings aggregate L/C Exposure shall not exceed the Aggregate Revolving A CommitmentsL/C Exposure Sublimit and, (y) unless otherwise agreed by any Issuing Bank in its sole discretion, the Revolving A L/C Exposure in respect of Letters of Credit Exposure of issued by any Revolving A Lender Issuing Bank shall not exceed such LenderIssuing Bank’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations Commitment, (B) the total U.S. Revolving Credit Exposures shall not exceed the Letter total U.S. Revolving Commitments, (C) the total Alternative Currency Revolving Credit Exposures shall not exceed the total Alternative Currency Revolving Commitments, (D) the total Revolving Credit Exposures shall not exceed the Borrowing Base, and (E) after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (F), the aggregate Credit Exposure in respect of Loans and Letters of Credit Sublimitissued for the account of the Bermuda Borrower at such time is not less than $15,000,000. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit denominated in U.S. Dollars shall be deemed to be U.S. Letters of Credit and all Existing Letters of Credit denominated in any other currency shall be deemed to be Alternative Currency Letters of Credit, in each case, issued pursuant to this Agreement on the Closing Date and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit if: Credit, if (A) with respect to standby Letters of Credit and subject to Section 2.03(b)(iii2.05(b)(iii), the expiry date of the such requested standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders and the applicable L/C Issuer Issuing Bank have approved such expiry date; or (B) with respect to commercial Letters of Credit and subject to Section 2.05(b)(iii), the expiry date of such requested trade Letter of Credit would occur more than 180 days after the date of issuance or last extension, unless the Required Lenders and the applicable Issuing Bank have approved such expiry date; or (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer Issuing Bank have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C IssuerIssuing Bank, such Letter of Credit is in an initial stated amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (D) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is to be denominated in a currency other than (x) in the case of U.S. Letters of Credit, Dollars and (y) in the case of Alternative Currency Letters of Credit, Dollars or an Alternative Currency; (E) such L/C Issuer the Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) a default of any Lender’s (of the applicable Class) obligations to fund under Section 2.05(c) exists or any Lender (of the applicable Class) is at such time a Defaulting Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements (in the Issuing Bank’s sole and absolute discretion) with the Company or such Lender to eliminate the Issuing Bank’s risk with respect to such Lender. (iv) No L/C Issuer Issuing Bank shall amend any Letter of Credit if such L/C Issuer the Issuing Bank would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer Issuing Bank shall act on behalf of the Revolving A applicable Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X VIII with respect to any acts taken or omissions suffered by such L/C Issuer Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X VII included each L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuerssuch Issuing Bank.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and any Laws binding upon such L/C Issuer, ; (E) such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;100,000; or (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing, reallocating such Defaulting Lender’s participation in Letters of Credit to a Non-Defaulting Lender arising pursuant to Section 2.17(a), or obtaining a backstop letter of credit from either an issuer reasonably satisfactory to the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposureto support, as it may elect in its sole discretion; or (G) each such Letter Defaulting Lender’s Pro Rata Share of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderUnreimbursed Amount. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (viiv) Each L/C Issuer shall act on behalf of On the Revolving A Lenders with respect to Second Restatement Effective Date, the participations in any outstanding Letters of Credit issued by it shall be reallocated so that after giving effect thereto the Extended Maturity Revolving Credit Lenders and the documents associated therewithOriginal Maturity Revolving Credit Lenders shall share ratably in the Revolving Credit Exposures in accordance with the aggregate Revolving Credit Commitments (including both the Original Maturity Revolving Credit Commitments and the Extended Maturity Revolving Credit Commitments from time to time in effect). Thereafter, and each L/C Issuer shall have all until the Maturity Date of the benefits and immunities (A) provided to Original Maturity Revolving Credit Facility, the Administrative Agent participations in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with new Letters of Credit issued by it or proposed to shall be issued by it allocated in accordance with the aggregate Revolving Credit Commitments (including both the Original Maturity Revolving Credit Commitments and Issuer Documents pertaining to such the Extended Maturity Revolving Credit Commitments); provided that, notwithstanding the foregoing, participations in any new Letters of Credit that have an expiry date after the Original Revolving Credit Maturity Date shall be allocated to the Extended Maturity Revolving Credit Lenders ratably in accordance with their Extended Maturity Revolving Credit Commitments. On the Maturity Date of the Original Maturity Revolving Credit Facility, the participations in the outstanding Letters of Credit of the Original Maturity Revolving Credit Lenders shall be reallocated to the Extended Maturity Revolving Credit Lenders ratably in accordance with their Extended Maturity Revolving Credit Commitments but in any case, only to the extent the sum of the participations in the outstanding Letters of Credit of the Original Maturity Revolving Credit Lenders and Extended Maturity Revolving Credit Lenders does not exceed the total Extended Maturity Revolving Credit Commitments. (v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected as fully as if a result of the term “limitations set forth herein, the Borrower shall within five Business Days following notice by the Administrative Agent” as used , either (x) cash collateralize such Original Maturity Revolving Credit Lender’s participations in Article X included each L/C Issuer the outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (iv) above) or (y) backstop such Original Maturity Revolving Credit Lender’s participations in the Letters of Credit (after giving effect to any partial reallocation pursuant to clause (iv) above) with respect to such acts or omissions, and (B) as additionally provided herein with respect a letter of credit reasonably satisfactory to the L/C IssuersIssuer, in each case, for so long as any Letters of Credit are outstanding.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Borrower or (provided, that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (iii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit (and with respect to clause (C) below, shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months (in the case of standby Letters of Credit) or 180 days (in the case of trade Letters of Credit) after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) such Letter of Credit would support obligations of the Borrower or any of its Subsidiaries in respect of the Seller Note, any Junior Financing or any Equity Interest, or any other obligation of the Borrower or any of its Subsidiaries not reasonably satisfactory to the Administrative Agent; (E) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and any Laws binding upon such L/C Issuer, ; or (F) such Letter of Credit is in an initial stated amount less than $50,000; 100,000 (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) unless otherwise agreed by such L/C Issuer does not as of and the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(bAdministrative Agent)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (ivii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (viiii) Each Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists with respect to any Revolving Credit Lender, no L/C Issuer shall act on behalf be required to issue, renew, extend or amend any Letter of Credit, unless such L/C Issuer has entered into arrangements satisfactory to it and the Revolving A Lenders Borrower to eliminate such L/C Issuer’s risk with respect to any each Defaulting Lender’s participation in Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection (which arrangements are hereby consented to by the Lenders), including by cash collateralizing each Defaulting Lender’s Pro Rata Share of the L/C Obligations with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining respect to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each a manner satisfactory to such L/C Issuer with respect to (such acts or omissionsarrangements, and (B) as additionally provided herein with respect to the L/C Issuers“Letter of Credit Back-Stop Arrangements”).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each Committed L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.032.15, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of its Restricted Subsidiaries, the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.15(b), and (2) to honor drawings drafts under the Letters of Credit, (B) any Discretionary L/C Issuer may, in its sole discretion (but without any commitment to do so) and in reliance upon the agreements of the other Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drafts under the Letters of Credit; and (BC) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderSubsidiary; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Creditprovided, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.that (iii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: : (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it; ; (B) subject to Section 2.15(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date; or (C) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to similarly situated borrowers under comparable credit facilities and letters of credit generally;. (Cii) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such The expiry date of any requested Letter of Credit is in an initial stated amount less than $50,000; (D) such shall not occur after the Letter of Credit is to be denominated in a currency Expiration Date, unless all Lenders (other than Dollars any Lender that is a Defaulting Lender) have approved such expiry date or an Alternative Currency; (E) such the Borrower confirms to the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed will become subject to be issued or L/C Support in accordance with Section 2.15(g); provided, that in no event shall a Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement have an expiry date later than the first anniversary of the stated amount after any drawing thereunderMaturity Date. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01 (A) the Bank of America, in its capacity as an L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or or, in one or more its capacity as Alternative Currencies Currency L/C Issuer, in an Alternative Currency applicable to such L/C Issuer for the account of the any Borrower or any of its Restricted SubsidiariesLoan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) each other L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of any Borrower or extend Loan Party, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (BC) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or its Restricted Subsidiaries any Loan Party and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Credit Outstandings shall not exceed the Aggregate Revolving A CommitmentsCredit Facility, (yx) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of all Revolving A Commitment Credit Loans denominated in Alternative Currencies plus the aggregate Outstanding Amount of all L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Credit Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (D) such except as agreed by the Administrative Agent and the Alternative Currency L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer issuer does not as of the issuance date of such requested Letter of Credit issue Letters letters of Credit credit in the requested currency; (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Domestic Borrower or such Defaulting Revolving Credit Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (G) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (H) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the any Revolving Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the any Revolving Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Lender, plus such Lender’s Applicable Revolving A Lender Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving A Commitment Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Revolving Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, limits and subject to the terms and conditions hereof, the Borrower’s Revolving Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Revolving Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Applicable Borrower or such Defaulting Revolving Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) such L/C Issuer does not, as of the issuance date of the requested Letter of Credit, issue Letters of Credit in the requested currency. (iv) No L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the any Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; and provided further that no Letter of Credit denominated in any Alternative Currency may be issued by any L/C Issuer other than Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as such. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedreimbursed in accordance with the terms hereof. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the applicable Administrative Agent and such L/C Issuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable Administrative Agent and such L/C Issuer have approved such expiry date; provided date (it being understood that in the Revolving A Lenders’ participations in event the expiry date of any undrawn amount thereof are terminated on the requested Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to would occur after the Letter of Credit Expiration Date., from and after the Letter of Credit Expiration Date, the Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in respect of such Letters of Credit in accordance with Section 2.14); (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower applicable Borrowers or such Defaulting Revolving Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or (H) the requested Letter of Credit is to be issued for the benefit of an Irish beneficiary. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesConsolidated Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Consolidated Party and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such LenderXxxxxx’s Revolving A Commitment Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to (but may, in its sole discretion) issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallygenerally in place at the time of such request; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed one-third of the Letter of Credit Sublimit (with respect to such L/C Issuer, its “L/C Commitment Amount”); provided that, subject to the limitations set forth in the proviso to Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters of Credit in excess of such L/C Issuer’s L/C Commitment Amount; or (H) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the sum of the aggregate principal amount at such time of all outstanding Loans of such L/C Issuer plus the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed such Xxxxxx’s Commitment. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderBorrower; provided that immediately after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Revolving A Lender shall not Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s 's Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such which, in each case, the L/C Issuer in good xxxxx xxxxx material to it; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; (D) the issuance of such Letter of Credit would violate any Laws or one or more policies of such the L/C Issuer applicable to letters of credit generally;Issuer; or (CE) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeeach Issuing Bank agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of a Borrower (or the account of a Borrower or any on behalf of its Restricted Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to issuance, amendment or extension of any Letter of Credit, (w) the LC Exposure of each Issuing Bank shall not exceed such Issuing Bank’s LC Commitment, (x) the Total aggregate Revolving A Outstandings Credit Exposures shall not exceed the Aggregate Revolving A aggregate Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations aggregate LC Exposure shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so such requested action complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii2.05(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such the Letter of Credit, or any Law law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C IssuerIssuing Bank, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer Issuing Bank does not as of the issuance date of such the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate such L/C IssuerIssuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations LC Exposure as to which such L/C Issuer Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer Issuing Bank shall amend any Letter of Credit if such L/C Issuer Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer Issuing Bank shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X VIII with respect to any acts taken or omissions suffered by such L/C Issuer Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X VIII included each L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuing Banks.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) hereof and of any additional Letter of Credit Documents required by the L/C Issuers agree, in reliance Issuer and relying upon the representations and warranties herein set forth (A) based upon the agreements of the Revolving A Lenders set forth in this Section 2.032.4, the L/C Issuer agrees (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Availability Period to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the joint account of the Borrower and any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.4(b), and (2) to honor drawings conforming drafts under the Letters of Credit; Credit and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.4; provided that immediately after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any such Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Obligations would exceed the L/C Sublimit, (x) the Total Revolving A Outstandings shall not Exposure of any Lender would exceed the Aggregate Revolving A Commitments, such Lender’s Commitment or (y) the Total Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not Outstandings would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedaggregate Commitments. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall be under any no obligation to issue any Letter of Credit (and, in the case of clauses (B), (C) or (D) below, shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Agreement Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Agreement Date and (for which such the L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.4(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless arrangements satisfactory to the L/C Issuer for the Backstopping of such Letter of Credit have been made prior to the issuance thereof; (D) the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement; (E) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by or any laws binding upon the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (DF) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (FG) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.10(a)(iv)) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GH) such the Letter of Credit contains any provisions for automatic reinstatement of is in an initial amount less than $50,000 (or such lesser amount as agreed to by the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue and the Letter of Credit in its amended form under the terms hereofAdministrative Agent). (viii) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and any Laws binding upon such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (DE) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currencyDollars; (F) any Revolving A Credit Lender is at that such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of received (as set forth in clause (a)(iv) below) Cash Collateral, Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) with from either the Borrower or such Defaulting Lender to eliminate or such L/C IssuerDefaulting Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to Pro Rata Share of the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as has been reallocated pursuant to which clause (a)(iv) below in respect of such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionDefaulting Lender’s obligation to fund under Section 2.03(c); or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated is in an initial amount after any drawing thereunderless than $100,000. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (viiv) Each In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Borrower and such Defaulting Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the Administrative Agent, elect to reallocate all or any part of the Defaulting Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Defaulting Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case (i) the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder)). Subject to Section 11.12, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at JPMorgan and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer shall act on behalf or that the total amount of the Revolving A Lenders with respect to any Letters such funds is less than such Defaulting Lender’s Pro Rata Share of Credit issued by it and the documents associated therewith, and each all L/C Issuer shall have all of Obligations that has not been reallocated as provided above, the benefits and immunities (A) provided Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent in Article X with respect determines to be free and clear of any acts taken or omissions suffered such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a Defaulting Lender (as determined by such L/C Issuer in connection with Letters of Credit issued by it good faith), or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each there are no L/C Issuer with respect Obligations outstanding, any funds held as Cash Collateral pursuant to such acts the foregoing provisions shall thereafter be returned to the Borrower or omissionsthe Defaulting Lender, whichever provided the funds for the Cash Collateral, and (B) as additionally provided herein with respect to the Pro Rata Share of the L/C IssuersObligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.032.26, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (or so long as the Borrower is the primary obligor, for the account of any of its Restricted Subsidiaries, Subsidiary or the Parent Guarantor) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (bSection 2.26(b) below, and (2) to honor drawings under the Letters of Credit; Credit and (B) the Participating Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.26; provided that immediately after giving effect no L/C Issuer shall be obligated to issue trade or commercial Letters of Credit; and provided, further, that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Credit Lender under its Participating Revolving Credit Commitments would exceed its Participating Revolving Credit Commitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (x) shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall not exist to any reallocation effected in accordance with Section 2.25(c)) of the total Swing Line Exposure), (y) with respect to any Swing Line Lender that is a Participating Revolving Credit Lender, the aggregate of its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in its capacity as a Revolving Credit Lender), plus its L/C Exposure would exceed such Lender’s its Revolving A Credit Commitment and or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit ; provided, further, that no L/C Issuer shall be deemed obligated to be a representation by the Borrower that the make any L/C Credit Extension so requested complies with respect to any Letter of Credit if as of the conditions set forth date of such L/C Credit Extension, after such L/C Credit Extension, the Outstanding Amount of the L/C Obligations in the proviso to the preceding sentencerespect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Letter of Credit Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Borrower or any of its Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders with Revolving A Lenders Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that immediately provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y2) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and Commitment, (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (4) the aggregate outstanding amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue or extend any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders that have Revolving Commitments have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000100,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Lender with a Revolving A Lender Commitment is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer may, in its sole discretion and in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiary (as specified by the Borrower in the request for such Letter of its Restricted SubsidiariesCredit), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agree to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (yx) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) the aggregate amount of the outstanding Letters of Credit issued by such L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless (x) the applicable Required Lenders have approved such expiry date or (y) the Borrower shall have provided Cash Collateral reasonably acceptable to such L/C Issuer approved such expiry dateIssuer; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the applicable Lenders have approved such expiry date or (y) the Borrower shall have provided Cash Collateral reasonably acceptable to such L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration DateIssuer. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Parent Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Parent Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A CommitmentsLine Cap, (y) the Revolving A Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving A Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Parent Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii2.3(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; provided, that, Letters of Credit in an aggregate amount up to $5,000,000 may have a longer expiry date of up to three years after the date of issuance or extension, provided, further, that if any Letter of Credit issued pursuant to the preceding proviso is outstanding on the 180th day prior to the Maturity Date or is issued or extended on or after such date, a Borrower shall Cash Collateralize such Letter of Credit in an amount equal to 105% of the stated amount of such Letter of Credit on or before the 170th day prior to the Maturity Date (or if issued or extended on or after the 180th day prior to the Maturity Date, immediately upon such issuance or extension); or (B) except with respect to Letters of Credit issued pursuant to the provisos in clause (A) above, the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (or, if different, the date on which such L/C Issuer became an L/C Issuer hereunder) and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,00025,000; (D) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) immediately after giving effect to such issuance, the outstanding L/C Obligations in respect of all Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit; or (H) a default of any Lender’s obligations to fund under Section 2.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the applicable L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Parent Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the each L/C IssuersIssuer. (vii) Notwithstanding anything to the contrary herein, Deutsche Bank AG New York Branch shall have no obligation to issue any Letters of Credit other than Letters of Credit that are standby letters of credit.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or Company, any Subsidiary, the Parent and/or any Subsidiary of its Restricted Subsidiariesthe Parent, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Company, any Subsidiary, the Parent and/or any Subsidiary of the Parent and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Credit Outstandings shall not exceed the Aggregate aggregate Revolving A Credit Commitments, (yx) the aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Revolving A Lender Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving A Credit Commitment, (y) the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed either of (I) such L/C Issuer’s Letter of Credit Commitment (provided that any L/C Issuer may, following a request from the Company, in its sole discretion, issue Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Letter of Credit Commitment so long as the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit) and (II) the aggregate amount of such L/C Issuer’s unused Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C 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, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than (x) in the case of Standby Letters of Credit, twelve months after the date of issuance or last extension(y) in the case of Trade Letters of Credit, 180 days after the date of issuance, unless the applicable L/C Issuer has approved such expiry date; or; (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Credit Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and or (C) such Letter of Credit shall is to be Cash Collateralized or backstopped denominated in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date.currency other than Dollars; (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit or request that such L/C Issuer refrain from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, prohibit the issuance of letters of credit generally or such Letter of Credit in particular particular, or any such order, judgment or decree, or law shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer generally applicable to the issuance of letters of credit generallycredit; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (E) such L/C Issuer does not as a default of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (Fany Lender’s obligations to fund under Section 2.03(c) exists or any Revolving A Lender is at that such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Company or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderLender. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings Availability shall not equal or exceed the Aggregate Revolving A Commitmentszero ($0), (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to (but may, in its sole discretion) issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed one-third of the Letter of Credit Sublimit (with respect to such L/C Issuer, its “L/C Commitment Amount”); provided that, subject to the limitations set forth in the proviso to Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters of Credit in excess of such L/C Issuer’s L/C Commitment Amount; or (H) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the sum of the aggregate principal amount at such time of all outstanding Committed Loans such L/C Issuer plus the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed such Lender’s Commitment. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000;10,000; [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (D) such except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such the L/C Issuer does not as of the issuance date of such the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.14(a)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (G) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (H) the Letter of Credit could be transferred by the Borrower or the initial beneficiary to any Person, other than with the express written consent of the L/C Issuer. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Third Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Borrower, the Parent (solely after the Holdco Reorganization Effective Date) or any of its Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, the Parent or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (yx) the aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Revolving A Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving A Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations with respect to any L/C Issuer shall not exceed such L/C Issuer’s L/C Fronting Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration date twelve months after the Maturity Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Third Amendment and Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Third Amendment and Restatement Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; or (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (FD) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each An L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.032.03 (including under Section 2.03 of the Original Credit Agreement and Section 2.03 of this Agreement as in effect immediately prior to the Amendment No. 2 Effective Date), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of and its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderunder this Agreement; provided that immediately (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Credit Outstandings shall not exceed the Aggregate Revolving A CommitmentsCredit Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (yx) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Revolving Credit Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, on the Closing Date, there is no commitment to issue Letters of Credit hereunder. (ii) No An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer Required Revolving Credit Lenders have approved such expiry date; or (B) subject to Section 2.03(b)(iii), the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the applicable Revolving Credit Lenders and such L/C Issuer have approved such expiry date; provided that date or (y) the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on Borrower has entered into arrangements reasonably satisfactory to the Letter relevant L/C Issuer to Cash Collateralize the Outstanding Amount of Credit Expiration Date and such L/C Obligations or backstop such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to on the applicable L/C Issuer on or later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer is not otherwise compensated for hereunder and in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,00020,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each An L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and any Laws binding upon such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (DE) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currencyDollars; (F) any Revolving A Credit Lender is at that such time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of received (as set forth in clause (a)(iv) below) Cash Collateral, Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) with from either the Borrower or such Defaulting Lender to eliminate or such L/C IssuerDefaulting Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to Pro Rata Share of the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as has been reallocated pursuant to which clause (a)(iv) below in respect of such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionDefaulting Lender’s obligation to fund under Section 2.03(c); or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated is in an initial amount after any drawing thereunderless than $100,000. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (viiv) Each In the case where any Revolving Credit Lender is at any time a Defaulting Lender, the Borrower and such Defaulting Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the L/C Issuer, Cash Collateral in the full amount of such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the Administrative Agent, elect to reallocate all or any part of the Defaulting Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Defaulting Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Credit Loans of such Defaulting Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case (i) the Revolving Credit Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swing Line Loans) for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(iv) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer shall act on behalf or that the total amount of the Revolving A Lenders with respect to any Letters such funds is less than such Defaulting Lender’s Pro Rata Share of Credit issued by it and the documents associated therewith, and each all L/C Issuer shall have all of Obligations that has not been reallocated as provided above, the benefits and immunities (A) provided Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(iv) that the Administrative Agent in Article X with respect determines to be free and clear of any acts taken or omissions suffered such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(iv) ceases to be a Defaulting Lender (as determined by such L/C Issuer in connection with Letters of Credit issued by it good faith), or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each there are no L/C Issuer with respect Obligations outstanding, any funds held as Cash Collateral pursuant to such acts the foregoing provisions shall thereafter be returned to the Borrower or omissionsthe Defaulting Lender, whichever provided the funds for the Cash Collateral, and (B) as additionally provided herein with respect to the Pro Rata Share of the L/C IssuersObligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the Borrower or any of its Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders with Revolving A Lenders Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary and any drawings thereunder; provided that immediately provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y2) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and Commitment, (z3) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (4) the aggregate outstanding amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary set forth in any Loan Document or other agreement, arrangement or understanding between the parties, no Existing Letter of Credit shall for any intent or purpose under the Loan Documents be deemed a Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment unless and until (i) the Borrower delivers a written request to the Administrative Agent and the L/C Issuer that such Existing Letter of Credit be designated as a Letter of Credit, and (ii) the conditions set forth in Section 5.02(a) and (b) have been satisfied in respect of such L/C Credit Extension. (ii) No L/C Issuer shall issue or extend any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders that have Revolving Commitments have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000100,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Lender with a Revolving A Lender Commitment is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer severally agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the a Borrower or any of its Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of CreditCredit issued by it; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its any Restricted Subsidiaries Subsidiary and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Credit Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such LenderXxxxxx’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance issuance, increase, extension, or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C 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, the each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue issue, increase, or extend any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer and the Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders and the applicable L/C Issuer have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue issue, increase, or extend any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such issuing, increasing, or extending the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance issuance, increase, or extension of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance issuance, increase, or extension of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000100,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender or a Terminating Lender, as applicable, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender or Terminating Lender, as applicable, to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)2.15(a)(iv) and, in respect of a Terminating Lender, any reallocation pursuant to Section 2.17 in respect thereof) with respect to the Defaulting Lender or a Terminating Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) the issuance, increase, or extension of the Letter of Credit would cause the Outstanding Amount of all L/C Obligations relating to Letters of Credit issued by such L/C Issuer to exceed such L/C Issuer’s L/C Issuer Sublimit; or (H) the expiry date of the requested Letter of Credit would occur after such L/C Issuer’s Maturity Date, unless the L/C Issuer thereof has approved of such expiration date and the L/C Obligations in respect of such requested Letter of Credit have been Cash Collateralized or back-stopped in an amount and pursuant to arrangements reasonably satisfactory to such L/C Issuer (for the avoidance of doubt, such Letter of Credit shall cease to be a Letter of Credit under this Agreement upon such L/C Issuer’s Maturity Date). (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing 2020 Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit Credit, at sight denominated in Dollars or in one or more Alternative Currencies an Available Currency for the account of a Loan Party (provided that any Letter of Credit may be for the Borrower or benefit of any Subsidiary of a Loan Party and may be issued for the joint and several account of a Loan Party and/or any of its Restricted their Subsidiaries, in each case to the extent otherwise permitted by this Agreement) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Participating Revolving A Credit Lenders severally agree to participate in Letters of Credit issued (but shall not, for the account avoidance of the Borrower or its Restricted Subsidiaries and any drawings thereunderdoubt, participate in Alternative Letters of Credit) issued pursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Participating Revolving A Credit Lender shall not would exceed such LenderXxxxxx’s Participating Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not in respect of Letters of Credit would exceed the applicable Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrowera Xxxxxxxx’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No Subject to the terms and conditions set forth herein, with respect to Alternative Letters of Credit, each Alternative L/C Issuer shall issue any Letter (or an Affiliate of Credit if: such an Alternative L/C Issuer) may, in its discretion, upon request of a Borrower, (A) subject from time to Section 2.03(b)(iii), time on any Business Day during the expiry date of period from and including the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after 2020 Amendment Effective Date until the Letter of Credit Expiration Date, unless agree to issue Alternative Letters of Credit on a bilateral basis to a Borrower at sight denominated in an Available Currency for the applicable account of a Loan Party (provided that any Alternative Letter of Credit may be for the benefit of any Subsidiary of a Loan Party or may be issued for the joint and several account of a Loan Party and/or any of their Subsidiaries, in each case to the extent otherwise permitted by this Agreement) and to amend or renew Alternative Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) honor drafts under the Alternative Letters of Credit; provided that no Alternative L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in shall be obligated to make any undrawn amount thereof are terminated on the L/C Credit Extension with respect to any Alternative Letter of Credit Expiration Date if, as of the date of such L/C Credit Extension, the Revolving Credit Exposure of that Alternative L/C Issuer would exceed such Alternative L/C Issuer’s Revolving Credit Commitment. Within the foregoing limits, and such Letter subject to the terms and conditions hereof, a Xxxxxxxx’s ability to obtain Alternative Letters of Credit shall be Cash Collateralized or backstopped in fully revolving, and accordingly a manner reasonably satisfactory to Borrower may, during the applicable L/C Issuer on or prior to the Letter foregoing period, obtain Alternative Letters of Credit Expiration Dateto replace Alternative Letters of Credit that have expired or that have been drawn upon and reimbursed. (iii) No L/C Issuer or Alternative L/C Issuer shall be under any obligation to issue any Letter of Credit or Alternative Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer or Alternative L/C Issuer from issuing such Letter of Credit or Alternative Letter of Credit, or any Law applicable to such L/C Issuer or Alternative L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer or Alternative L/C Issuer shall prohibit, or request direct that such L/C Issuer or Alternative L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit or Alternative Letter of Credit in particular or shall impose upon such L/C Issuer or Alternative L/C Issuer with respect to such Letter of Credit or Alternative Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer or Alternative L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing 2021 Extension Effective Date, or shall impose upon such L/C Issuer or Alternative L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing 2021 Extension Effective Date and (for which such L/C Issuer in good xxxxx xxxxx material to itor Alternative L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit or Alternative Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit or Alternative Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to such L/C Issuer or Alternative L/C Issuer, as applicable; (C) the expiry date of such requested Letter of Credit or Alternative Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit or Alternative Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to such L/C Issuer or Alternative L/C Issuer, as applicable, and the Administrative Agent; (D) the issuance of such Letter of Credit or Alternative Letter of Credit would violate one or more any policies of such the L/C Issuer or Alternative L/C Issuer, as applicable, applicable to letters of credit generally; (CE) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such with respect to any Letter of Credit, any Participating Revolving Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the relevant Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which in respect of such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionLetter of Credit; or (GF) such Letter of Credit contains any provisions for automatic reinstatement or Alternative Letter of Credit is denominated in a currency other than an Available Currency applicable to the stated amount after any drawing thereunderClass of Commitments under which such Letter of Credit or Alternative Letter of Credit is issued. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No or Alternative L/C Issuer shall be under any obligation to amend any Letter of Credit or Alternative Letter of Credit if (A) such L/C Issuer or Alternative L/C Issuer would have no obligation at such time to issue the such Letter of Credit or Alternative Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit or Alternative Letter of Credit does not accept the proposed amendment to the such Letter of Credit or Alternative Letter of Credit. (vi) Each . Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit or Alternative Letter of Credit denominated in a currency other than an Available Currency must be approved by the relevant L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such Alternative L/C Issuer in connection with Letters its sole discretion even if it is less than 12 months after the date of issuance or last renewal and any Auto-Extension Letter of Credit issued by it or proposed to denominated in a currency other than an Available Currency shall be issued by it and Issuer Documents pertaining to such Letters only at the sole discretion of Credit as fully as if the term “Administrative Agent” as used in Article X included each relevant L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Alternative L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving A Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations and Swingline Obligations shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii2.3(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that date or the Revolving A Lenders’ participations in any undrawn Borrower shall have Cash Collateralized 103% of the full amount thereof are terminated on the Letter of Credit Expiration Date and then available for drawing under such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration DateCredit. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated or subject to indemnification hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed and non-indemnifiable loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount of less than $50,0005,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters contains any provisions for automatic reinstatement of Credit in the requested currency;stated amount after any drawing thereunder; or (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X ARTICLE IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X ARTICLE IX included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension and after giving effect thereto, (x) the Total Revolving A Outstandings shall not Credit Exposure of any Revolving Credit Lender would exceed the Aggregate such Lender’s Revolving A CommitmentsCredit Commitment, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not Total Outstandings would exceed the Line Cap at such Lender’s Revolving A Commitment and time or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more any policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;; and (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesBorrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries Borrowers and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A CommitmentsBorrowing Base, (y) the aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Revolving A Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Newpark for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Newpark that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the applicable L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such the applicable L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the applicable L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Newpark or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No Each L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such any L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, Commitments and (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) Commitment; provided further that the Outstanding Amount availability of the L/C Obligations shall not exceed Aggregate Revolving Commitments at any time for the Letter issuance of Letters of Credit Sublimitshall be reduced by the amount of the Alternative Currency Reserve. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in each of the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii) and Section 2.03(a)(ii)(C), the expiry date of the such requested Letter of Credit would occur more than twelve months five years after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the date five years after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. For the avoidance of doubt, the parties hereto agree that the obligation of the Lenders to reimburse the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in for any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Unreimbursed Amount with respect to any Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory terminate on the Maturity Date with respect to any drawings occurring after that date; or (C) if the applicable L/C Issuer on or prior to the expiry date of such requested Letter of Credit Expiration Datewould occur more than four years after the date of issuance or last extension of such Letter of Credit, the Dollar Equivalent of the initial stated amount of such requested Letter of Credit when taken with the aggregate Dollar Equivalent of the stated amount of each outstanding Letter of Credit that has an expiry date of greater than four years after its date of issuance or last extension at such time exceeds $75,000,000. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the applicable L/C Issuer shall prohibit, or request that such the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Date, or shall impose upon such the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Date and which such the applicable L/C Issuer in good xxxxx xxxxx material to it, in each case as the applicable L/C Issuer shall so notify the Borrower; (B) the issuance of such Letter of Credit would violate one or more policies of the applicable L/C Issuer or any Issuer Document between the Borrower and such L/C Issuer, as the applicable L/C Issuer applicable to letters of credit generallyshall so notify the Borrower; (C) except as otherwise agreed by the Administrative Agent and such the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (ED) such the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential reasonably anticipated Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential reasonably anticipated Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such the applicable L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (viv) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesConsolidated Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Consolidated Party and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such LenderLxxxxx’s Revolving A Commitment Commitment, and (zy) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to (but may, in its sole discretion) issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallygenerally in place at the time of such request; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (G) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed one-third of the Letter of Credit Sublimit (with respect to such L/C Issuer, its “L/C Commitment Amount”); provided that, subject to the limitations set forth in the proviso to Section 2.03(a)(i), any L/C Issuer in its sole discretion may issue Letters of Credit in excess of such L/C Issuer’s L/C Commitment Amount; or (H) after giving effect to any L/C Credit Extension with respect to such Letter of Credit, the sum of the aggregate principal amount at such time of all outstanding Loans of such L/C Issuer plus the L/C Obligations with respect to all Letters of Credit issued by such L/C Issuer would exceed such Lxxxxx’s Commitment. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer severally and not jointly agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any in a maximum aggregate amount up to the Letter of its Restricted SubsidiariesCredit Sublimit, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xI) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A aggregate amount of the Commitments, (yII) the aggregate Outstanding Amount of the Revolving A Credit Exposure Loans of any Lender, plus such Lender’s Applicable Revolving A Lender Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving A Commitment Commitment, and (zIII) the Outstanding Amount stated amount (calculated in accordance with Section 1.06 hereof) of the L/C Obligations of any L/C Issuer shall not exceed the lesser of (x) 33.33% of the Letter of Credit Sublimit, and (y) the Commitment of such L/C Issuer in its capacity as a Revolving Lender. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer Issuers shall not issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date(subject to Section 2.04(b)(ii)); or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the applicable L/C Issuer, such the Letter of Credit is in an initial stated amount of less than $50,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.18(a)(iv)) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it each may elect in its sole discretion; , or (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such the L/C Issuer Issuers in connection with Letters of Credit issued by it or proposed to be issued by it them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A L/C Commitment Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesSubsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A L/C Commitment Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its any Restricted Subsidiaries Subsidiary and any drawings thereunder, which participations shall terminate on the Letter of Credit Expiration Date; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A L/C Commitment Outstandings shall not exceed the Aggregate Revolving A Commitments, aggregate L/C Commitments and (y) the Revolving A Credit Exposure Applicable Percentage of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the any L/C Commitment Lender’s L/C Obligations shall not exceed the Letter of Credit Sublimitsuch L/C Commitment Lender’s L/C Commitment. Each request by the Borrower or any Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, (A) the Administrative Agent and Xxxxxxx Xxxxx Bank USA shall not be required to issue commercial Letters of Credit and (B) Credit Suisse AG and Deutsche Bank AG New York Branch shall not be required to issue commercial Letters of Credit or Bank Guarantees. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations and shall be governed and subject to the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii) or an agreement by the Borrower to Cash Collateralize such Letter of Credit in the same manner as set forth in Section 2.03(g), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required L/C Commitment Lenders and the applicable L/C Issuer have approved such expiry date; or; (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration DateDate (each such issued Letter of Credit, whether pursuant to an amendment, extension or otherwise, an “Extended Letter of Credit”), unless (x) Cash Collateralized in the same manner as set forth in Section 2.03(g) as applicable to Extended Letters of Credit or (y) all the L/C Commitment Lenders and the applicable L/C Issuer have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and or (C) such Letter of Credit shall is to be Cash Collateralized or backstopped denominated in a manner reasonably satisfactory to the applicable L/C Issuer on currency other than Dollars or prior to the Letter of Credit Expiration Datean Alternative Currency. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generallyIssuer; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.thereunder or any provisions for automatic extension of its expiry date; (D) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the obligations of such Defaulting Lender have been fully reallocated to the non-Defaulting Lenders pursuant to Section 2.18(c) or such L/C Issuer has entered into arrangements satisfactory to it (such as through the posting of Cash Collateral) with the Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender; or (E) after giving effect to such issuance (other than the deemed issuance of the Existing Letters of Credit on the Closing Date), the aggregate face amount of Letters of Credit issued by such L/C Issuer would exceed its L/C Issuance Limit; (iv) No The applicable L/C Issuer and the Borrower shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A L/C Commitment Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers. (vii) Notwithstanding any other term set forth herein, no L/C Issuer shall have any obligation to issue an Extended Letter of Credit, unless such L/C Issuer consents to such issuance in its sole discretion.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter end of Credit Expiration Date, the Availability Period to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Subsidiariesa Subsidiary thereof, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A CommitmentsCommitment, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (zx) the Outstanding Amount of the L/C Obligations shall not exceed the Letter lesser of Credit the Aggregate Revolving Commitment and the L/C Sublimit, and (y) no Lender’s Revolving Exposure shall exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter . All Existing Letters of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory deemed to have been issued pursuant hereto, and from and after the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer date hereof shall be under any obligation subject to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed governed by the Administrative Agent terms and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms conditions hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C 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, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) , subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Revolving A Lenders (other than Defaulting Lenders) holding a majority of the Revolving A Credit Exposure have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Government Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Government Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,00025,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such the L/C Issuer does not as of the issuance date of such the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Company or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) 1. Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No . Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer shall issue any Letter under the Existing Letters of Credit if: (A) subject in a percentage equal to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the its Applicable Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter Percentage. All Existing Letters of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory deemed to the applicable have been issued pursuant hereto and deemed L/C Issuer on or prior to Obligations, and from and after the Letter of Credit Expiration Date. (iii) No L/C Issuer Closing Date shall be under any obligation subject to issue any Letter and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter the Existing Letters of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer and each Revolving Lender’s obligations in connection therewith, shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed be governed by the Administrative Agent and such L/C Issuer, such Letter terms of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderthis Agreement. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03§2.9, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings aggregate Credit Exposures of all Lenders shall not exceed the Aggregate Revolving A CommitmentsMaximum Credit Amount, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount outstanding amount of the L/C Letter of Credit Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit 2076882.7 shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii§2.9(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Requisite Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration DateDate (subject to the provisions of such definition), unless the applicable L/C Issuer Requisite Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000$ 100,000.00 ; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency(and the L/C Issuer shall not issue any Letter of Credit denominated in a currency other than Dollars without the consent of the Requisite Lenders); (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b§2.12(a)(iv)) with respect to -35- 2076882.7 the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Letter of Credit Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) the Letter of Credit is to be a documentary Letter of Credit with a time draft. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X §14 with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X §14 included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Parent or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Parent or any of its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Revolving Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C 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, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Revolving Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Revolving Percentage. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; and the Borrowers’ reimbursement obligations in respect of the Existing Letters of Credit, and each Revolving Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (ED) such the L/C Issuer does not as of the issuance date of such the requested Letter of Credit issue Letters of Credit in the requested currency; (FE) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Defaulting Revolving Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (ia) Subject to On ------------------------------- the terms and conditions set forth hereinherein (i) the Issuing Bank agrees, (A) the L/C Issuers agree, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until to the Letter of Credit Expiration Date, Revolving Loan Commitment Termination Date to issue Issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 5.1.1, and (2B) to honor drawings ------------- drafts under the Letters of Credit; and (Bii) the Revolving A Lenders severally agree to participate in Letters of Credit issued Issued for the account of the Borrower or its Restricted Subsidiaries Borrower; provided, that the Issuing Bank -------- shall not be obligated to Issue, and any drawings thereunder; provided that immediately after giving effect no Lender shall be obligated to any L/C Credit Extension with respect to participate in, any Letter of Credit, Credit if as of the date of Issuance of such Letter of Credit (xthe "Issuance Date") (1) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure ------------- Dollar Equivalent of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the all L/C Obligations shall not exceed plus the Letter Dollar Equivalent of Credit Sublimit. Each request by all Loans exceeds the Borrower for Revolving Loan Commitment Amount, or (2) the issuance or amendment participation of a Letter any Lender in the Dollar Equivalent of Credit shall be deemed to be a representation by the Borrower that the all L/C Credit Extension so requested complies with Obligations plus the conditions set forth in Dollar Equivalent of the proviso to the preceding sentenceRevolving Loans of such Lender exceeds such Lender's Revolving Loan Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower’s 's ability to obtain Letters of Credit shall be fully revolving, and accordingly and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that which have expired or that which have been drawn upon and reimbursed. (iib) No L/C Issuer shall issue The Issuing Bank is under no obligation to Issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (Ai) any order, judgment or decree of any Governmental Authority governmental authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer the Issuing Bank from issuing Issuing such Letter of Credit, or any Law requirement of law applicable to such L/C Issuer the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer the Issuing Bank shall prohibit, or request that such L/C Issuer the Issuing Bank refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer the Issuing Bank in good xxxxx xxxxx material to it; (Bii) the issuance Issuing Bank has received written notice from any Lender, the Agent or the Borrower, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit would violate Credit, that one or more policies of such L/C Issuer the applicable to letters conditions contained in Section 6.2 is not then satisfied; ------- --- (iii) the expiry date of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such any requested Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.Loan Commitment Termination Date;

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) hereof and of any additional Letter of Credit Documents required by the L/C Issuers agree, in reliance Issuer and relying upon the representations and warranties herein set forth (A) based upon the agreements of the Revolving A Lenders set forth in this Section 2.032.3, the L/C Issuer agrees (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Availability Period to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or Borrowers (provided that any Letter of its Restricted Subsidiaries, Credit may be for the joint account of the Borrowers and any Subsidiary of a Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.3(b), and (2) to honor drawings conforming drafts under the Letters of Credit; Credit and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.3; provided that immediately after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any such Letter of Credit if immediately after giving effect to such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not Exposure of any Lender would exceed the Aggregate such Lender's Revolving A CommitmentsCommitment, or (y) the Total Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not Outstandings would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedaggregate Revolving Commitments. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall be under any no obligation to issue any Letter of Credit (and, in the case of clauses (A), (B), (C), (D) or (E) below, shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Agreement Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Agreement Date and (for which such the L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.3(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal; 40 (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date; (D) the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement; (E) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by or any laws binding upon the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (DF) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; or (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (FG) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate such the L/C Issuer’s 's actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.9(a)(iv)) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Parent Borrower or any of its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderParent Borrower; provided that immediately after giving effect to no L/C Issuer shall make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Administrative Agent shall not have received a copy of the Letter of Credit Application for such L/C Credit Extension and such L/C Issuer shall not have obtained confirmation from the Administrative Agent that such L/C Credit Extension is permitted hereunder, (x) the Total Revolving A Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure Outstanding Amount of the Loans of any Revolving A Lender shall not plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving A Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly accordingly, the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to itit (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;Issuer; or (CE) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated a face amount less than $50,000; 100,000 (Dor such lesser amount as is acceptable to such L/C Issuer) such Letter of Credit or is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderDollars. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Loan Party (other than Holdings) and guaranteed by the Borrower Administrative Agent pursuant to a guaranty or any other agreement in form and substance satisfactory to the Administrative Agent (each a “L/C Guaranty”); provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of its Restricted SubsidiariesCredit shall not be guaranteed by the Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more specifically described in Section 2.03(c) hereof, and to amend or extend Letters of Credit previously issued by itit and any related L/C Guaranty, each in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders with a Revolving A Lenders Commitment severally agree to participate in such Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Guarantor (other than Holdings) and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total total Revolving A Outstandings Exposures shall not exceed the Aggregate total Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and Commitment, or (z) the Outstanding Amount of the total L/C Obligations Exposures shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit for the account of the Borrower or any Guarantor (other than Holdings) shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer Required Lenders (excluding any Term Loan from the definition thereof) have approved such expiry date; or; (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date.; (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to letters of credit generallythe WC Issuer; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; or (E) such L/C Issuer does not as a default of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (Fany Lender’s obligations to fund under Section 2.03(c) exists or any Revolving A Lender is at that such time a Defaulting LenderLender hereunder, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderLender. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall not be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect not be under any obligation to issue or amend any Letters Letter of Credit issued by it and if the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to 4 shall not then be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuerssatisfied.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Letter of Credit shall be in form reasonably satisfactory to the L/C Issuer. Notwithstanding anything in this Section 2.03(a)(i) to the contrary, JPMorgan Chase Bank, N.A. shall not be obligated to issue any commercial or trade (as opposed to standby) Letter of Credit. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) the Required Revolving Lenders and the applicable L/C Issuer have approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to such L/C Issuer; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to such L/C Issuer; (D) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and any Laws binding upon such L/C Issuer, such ; or (E) the Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currencyDollars; (F) the stated amount of each Letter of Credit shall be not less than $100,000 or such lesser amount as is acceptable to the applicable L/C Issuer; (G) any Revolving A Credit Lender is at that time a Defaulting LenderLender at such time, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with it and the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure risk (after giving effect to Section 2.15(b2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed to be issued or that Letter by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of Credit and all other the L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunderObligations. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeeach Issuing Bank agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.032.5, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or, solely with respect to Bank of America (or its permitted successor), in one or more Alternative Currencies for the account of the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Subsidiary of the Borrower and any drawings thereunder; provided that immediately after giving effect to any L/C LC Credit Extension with respect to any Letter of Credit, (x) the Total total Revolving A Outstandings Credit Exposures shall not exceed the Aggregate Revolving A total Dollar Commitments, (y) the Revolving A Credit LC Exposure of any Revolving A Lender the Issuing Bank of all Letters of Credit shall not exceed such Lender’s Revolving A Commitment its Issuer Maximum LC Exposure; provided that any Issuing Bank may, in its sole discretion and without the consent of any other Person, but with notice from the Borrower and the Issuing Bank to the Administrative Agent, waive its Issuer Maximum LC Exposure with respect to itself and issue one or more Letters of Credit up to an aggregate amount of $150,000,000 subject to the condition of clause (z) of this sentence, and (z) the Outstanding Amount of the L/C Obligations LC Exposure shall not exceed the Letter of Credit Sublimit$150,000,000. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the date hereof and the effectiveness of this Agreement (or, in the case of Existing Letters of Credit pursuant to clause (b) of such definition, the date such letters of credit become Existing Letters of Credit) shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer Issuing Bank shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), 2.5(b)(iii) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such the Letter of Credit, or any Law law applicable to such L/C Issuer Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or request that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which such L/C Issuer Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C IssuerIssuing Bank, such the Letter of Credit is in an initial stated amount less than $50,000500,000; (D) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or, if such Letter of Credit is to be issued by Bank of America (or its permitted successor), an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters contains any provisions for automatic reinstatement of Credit in the requested currencystated amount after any drawing thereunder; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer the applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuerthe Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations LC Exposures as to which such L/C Issuer the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer Issuing Bank shall amend any Letter of Credit if such L/C Issuer Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer Issuing Bank shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X VIII with respect to any acts taken or omissions suffered by such L/C Issuer the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each L/C Issuer the Issuing Banks with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuing Banks. (vii) No Letter of Credit shall be issued in an Alternative Currency by any Issuing Bank other than Bank of America (or any successor thereto upon resignation of Bank of America, as agreed by such Issuing Bank and the Administrative Agent at such time).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.032.03 (including under Section 2.03 of the Original Credit Agreement and Section 2.03 of this Agreement as in effect immediately prior to the Fifth Amendment Effective Date), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of and its Restricted Subsidiaries, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; , and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderunder this Agreement; provided that immediately (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Credit Outstandings shall not exceed the Aggregate Revolving A CommitmentsCredit Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (yx) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Revolving Credit Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the Third Amendment Effective Date, the Tribune Existing Letters of Credit shall be deemed to be issued under this Agreement and the terms of this Section 2.03 shall apply to the Tribune Existing Letters of Credit in all respects. From and after the Fifth Amendment Effective Date, the JPM Letter of Credit shall be deemed to be issued under this Agreement and the terms of this Section 2.03 shall apply to the JPM Letter of Credit in all respects. (ii) No An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extensionrenewal, unless the applicable L/C Issuer Required Revolving Credit Lenders have approved such expiry date; or (B) subject to Section 2.03(b)(iii), the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the applicable Revolving Credit Lenders and such L/C Issuer have approved such expiry date; provided that date or (y) the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on Borrower has entered into arrangements reasonably satisfactory to the Letter relevant L/C Issuer to Cash Collateralize the Outstanding Amount of Credit Expiration Date and such L/C Obligations or backstop such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to on the applicable L/C Issuer on or later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer is not otherwise compensated for hereunder and in good xxxxx fxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,00020,000; (D) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each An L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datedate that is thirty (30) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C 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, the BorrowerCompany’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of the L/C Issuer under the Existing Letters of Credit in a percentage equal to its Applicable Percentage of the Revolving Loans. The Company’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Maturity Date, unless all the applicable Lenders have approved such expiry date or the Company has Cash Collateralized or otherwise secured its obligations with respect thereto to the satisfaction of the L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Dateits sole discretion. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000100,000 (or such lesser amount as may be agreed by the L/C Issuer in its sole discretion); (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Company or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein (including, without limitation, Section 2.14), from time to time on any Business Day during the Availability Period, (A) the any Lender as a Fronting L/C Issuers Issuer may, in its sole discretion, agree, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Fronted Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the any Borrower or any of its Restricted Subsidiaries, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor complying drawings under Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit denominated in accordance Dollars or an Alternative Currency for the account of any Borrower or any of its Subsidiaries in such Lender’s Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with subsection (brespect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) belowof the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of such drawings; and (BC) the Revolving A Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the any Borrower or any of its Restricted Subsidiaries and any drawings thereunderthereunder in accordance with their Pro Rata Shares; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, any Lender as a Limited Fronting Lender may, in its sole discretion, agree, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.03, to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of any Borrower or any of its Subsidiaries, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit or such Several Letter of Credit is reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving A Lender, plus the Outstanding Amount of all L/C Obligations owing to such Lender (whether as an issuer or as a participant) shall not exceed such Lender’s Revolving A Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Outstanding Amount Dollar Equivalent of the LFronting/C Obligations Confirming Sublimit Usage of any Lender shall not exceed the Letter Fronting/Confirming Sublimit of Credit Sublimitsuch Lender. Each request by the a Borrower for the issuance or amendment or extension of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencethis Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If requested by the applicable Borrower but subject to the terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance provisions of the relevant beneficiary’s domiciliary state’s insurance laws and regulations (or the requirements for similar purposes of such other Governmental Authority which then regulates the relevant beneficiary’s insurance business as may be specified by the applicable Borrower) as to which the applicable Borrower provides written notice to the applicable Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, and the Administrative Agent prior to the date of issuance of such Letter of Credit; provided, that such issuance (or confirmation) does not, in the sole discretion of such Fronting L/C Issuer or the Several L/C Agent, as applicable, materially change the potential liability of such Fronting L/C Issuer, the Several L/C Agent or the Lenders; provided, further, that such Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction. In addition, if requested by the applicable Borrower, but subject to the terms and conditions hereof, the Administrative Agent, any applicable Fronting L/C Issuer and the Several L/C Agent, as applicable, agree to use commercially reasonable efforts, and the Lenders authorize the Administrative Agent, such Fronting L/C Issuer(s) and the Several L/C Agent, as applicable, to use such commercially reasonable efforts, at the expense of the applicable Borrower, to issue, or cause to be issued (including by one or more foreign branches or affiliates of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent), Letters of Credit (or confirmations thereof) denominated in an Alternative Currency in a form and with such terms and conditions as shall satisfy (or facilitate the satisfaction of) the requirements for letters of credit under the provisions of the laws and regulations of a foreign jurisdiction (including insurance and banking regulations thereof) or as may otherwise be reasonably requested by the beneficiary thereof (including the cedent of insurance liabilities); provided, that such issuance (or confirmation) is not, in the sole discretion of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent, as applicable, adverse to the interests of the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent or the Lenders; and provided, further, that none of the Administrative Agent, any of the Fronting L/C Issuers, the Several L/C Agent or any of the Lenders shall be obligated to verify such satisfaction. From and after the Restatement Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by Bank of America as a Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be replaced on the Restatement Closing Date with Several Letters of Credit issued by the Lenders pursuant to this Agreement or, to the extent practicable, be amended effective as of the Restatement Closing Date so that the liability of the issuers under such Several Letters of Credit from and after the Restatement Closing Date shall be consistent with the Pro Rata Shares (or other applicable shares as provided herein) of the Lenders, and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement. (ii) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor the Lenders, as applicable, shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii2.03(b)(v), the expiry date of the requested such Letter of Credit would occur more than twelve months after the date of issuance or last extensionextension of such Letter of Credit, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the Letter of Credit Expiration Maturity Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date.; (iii) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender from issuing such Letter of Credit, or any Law applicable to such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender shall prohibit, or request that such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender is not otherwise compensated hereunder) not in effect on the Restatement Closing Date, or shall impose upon such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender any unreimbursed loss, cost or expense which was not applicable on the Restatement Closing Date and which such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Fronting L/C Issuer Issuer, the Several L/C Agent or if the Administrative Agent has been notified thereof by such Lender, any Lender, as applicable, applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Fronting L/C IssuerIssuer or the Several L/C Agent, as applicable, such Letter of Credit is in an initial stated amount of less than $50,0001,000,000; (D) after the issuance of such Letter of Credit, more than sixty Letters of Credit is to would be denominated in a currency other than Dollars or an Alternative Currencyoutstanding unless the Borrowers, any then Fronting L/C Issuer and the Several L/C Agent otherwise agree; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) if such Letter of Credit is a Fronted Letter of Credit and any Lender is a Defaulting Lender or a Several Letter of Credit in respect of which there is a Limited Fronting Lender and the Participating L/C Issuer thereunder is a Defaulting Lender, unless (after giving effect to Section 2.15(iv) and (v)) the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has entered into arrangements satisfactory to it (including, without limitation, arrangements for the provision of Risk Participation Cash Collateral) with the Borrowers or such Defaulting Lender to eliminate the applicable Fronting L/C Issuer’s or the applicable Limited Fronting Lender’s, as applicable, risk with respect to such Defaulting Lender; provided, that, if the Borrowers provide Risk Participation Cash Collateral with respect to a Letter of Credit requested to be issued hereunder, the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, shall not be entitled to rely on this clause as justification for not issuing such Letter of Credit. To the extent that the Borrowers or a Defaulting Lender provide Risk Participation Cash Collateral, the Borrowers or such Defaulting Lender, as applicable, hereby grant to the Administrative Agent, for the benefit of the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, a security interest in all deposit accounts and all balances therein constituting such Risk Participation Cash Collateral and all proceeds of the foregoing solely as security for the purposes described under Section 2.03(c)(i) hereof. Such Risk Participation Cash Collateral shall be maintained in blocked transaction accounts with the Administrative Agent; provided that (1) in the event that any Lender on account of whom such Risk Participation Cash Collateral was delivered shall no longer be a Defaulting Lender, the Administrative Agent shall return to the pledgor such portion of Risk Participation Cash Collateral attributable to such Lender, (2) in the event that any Lender on account of whom such Risk Participation Cash Collateral was delivered shall have its Commitment reduced, the Administrative Agent shall return to the pledgor such portion of the Risk Participation Cash Collateral attributable to such Lender in proportion to the amount by which such Lender’s Commitment is so reduced, (3) in the event that the applicable Letter of Credit on account of which such Risk Participation Cash Collateral was delivered expires or is drawn upon, and such drawing has been reimbursed by the Borrower, the Administrative Agent shall return to the pledgor such portion of the Risk Participation Cash Collateral attributable to such expired Letter of Credit or such reimbursed drawing, as applicable, and (4) to the extent the Borrowers provide Risk Participation Cash Collateral, such Risk Participation Cash Collateral shall be applied to satisfy drawings under the Letters of Credit as they occur. (iv) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall amend or extend any Letter of Credit if such L/C Issuer it would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to amend any Letter of Credit if (A) such Fronting L/C Issuer Issuer, the Several L/C Agent or such Lender, as applicable, would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each Committed L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.032.15, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of its Restricted Subsidiaries, the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.15(b), and (2) to honor drawings drafts under the Letters of Credit, (B) any Discretionary L/C Issuer may, in its sole discretion (but without any commitment to do so) and in reliance upon the agreements of the other Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Application, for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drafts under the Letters of Credit; and (BC) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderSubsidiary; provided provided, that immediately after giving effect no Committed L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, no Discretionary L/C Issuer shall be permitted to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Outstandings would exceed the Aggregate Commitments, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not would exceed such Lender’s Revolving A Commitment and Commitment, (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) solely in the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the case any L/C Credit Extension so requested complies with by a Committed L/C Issuer, the conditions set forth in aggregate available amount of the proviso to the preceding sentenceLetters of Credit issued by such Committed L/C Issuer would exceed such Committed L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (iii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which which, in each case, such L/C Issuer in good xxxxx xxxxx material to it; ; (B) subject to Section 2.15(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date; or (C) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer applicable to similarly situated borrowers under comparable credit facilities and letters of credit generally;. (Cii) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such The expiry date of any requested Letter of Credit is in an initial stated amount less than $50,000; (D) such shall not occur after the Letter of Credit is to be denominated in a currency Expiration Date, unless all Lenders (other than Dollars any Lender that is a Defaulting Lender) have approved such expiry date or an Alternative Currency; (E) such the Borrower confirms to the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed will become subject to be issued or L/C Support in accordance with Section 2.15(g); provided, that in no event shall a Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement have an expiry date later than the first anniversary of the stated amount after any drawing thereunderMaturity Date. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein (including, without limitation, Section 2.14), from time to time on any Business Day during the Availability Period, (A) the any Lender as a Fronting L/C Issuers Issuer may, in its sole discretion, agree, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Fronted Letters of Credit denominated in Dollars or in one or more an Alternative Currencies Currency for the account of the any Borrower or any of its Restricted Subsidiaries, and to amend or extend Fronted Letters of Credit previously issued by it, and (2) to honor complying drawings under Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) to issue severally, and for itself alone, Several Letters of Credit denominated in accordance Dollars or an Alternative Currency for the account of any Borrower or any of its Subsidiaries in such Lender’s Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with subsection (brespect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) belowof the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of CreditCredit in an amount equal to its Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of such drawings; and (BC) the Revolving A Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the any Borrower or any of its Restricted Subsidiaries and any drawings thereunderthereunder in accordance with their Pro Rata Shares; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, any Lender as a Limited Fronting Lender may, in its sole discretion, agree, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in this Section 2.03, to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of any Borrower or any of its Subsidiaries, in an amount equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Pro Rata Share (or other applicable share if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letter of Credit or such Several Letter of Credit is reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) preceding, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of CreditExtension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving A Lender, plus the Outstanding Amount of all L/C Obligations owing to such Lender (whether as an issuer or as a participant) shall not exceed such Lender’s Revolving A Commitment (except as agreed in such Lender’s sole discretion, as provided in clauses (A) and (D), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender) and (z) the Outstanding Amount Dollar Equivalent of the LFronting/C Obligations Confirming Sublimit Usage of any Lender shall not exceed the Letter Fronting/Confirming Sublimit of Credit Sublimitsuch Lender. Each request by the a Borrower for the issuance or amendment or extension of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencethis Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If requested by the applicable Borrower but subject to the terms and conditions hereof, a Letter of Credit shall satisfy the requirements for letters of credit under the credit-for-reinsurance provisions of the relevant beneficiary’s domiciliary state’s insurance laws and regulations (or the requirements for similar purposes of such other Governmental Authority which then regulates the relevant beneficiary’s insurance business as may be specified by the applicable Borrower) as to which the applicable Borrower provides written notice to the applicable Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, and the Administrative Agent prior to the date of issuance of such Letter of Credit; provided, that such issuance (or confirmation) does not, in the sole discretion of such Fronting L/C Issuer or the Several L/C Agent, as applicable, materially change the potential liability of such Fronting L/C Issuer, the Several L/C Agent or the Lenders; provided, further, that such Fronting L/C Issuer(s) or the Several L/C Agent, as applicable, the Administrative Agent or any Lender shall not be obligated to verify such satisfaction. In addition, if requested by the applicable Borrower, but subject to the terms and conditions hereof, the Administrative Agent, any applicable Fronting L/C Issuer and the Several L/C Agent, as applicable, agree to use commercially reasonable efforts, and the Lenders authorize the Administrative Agent, such Fronting L/C Issuer(s) and the Several L/C Agent, as applicable, to use such commercially reasonable efforts, at the expense of the applicable Borrower, to issue, or cause to be issued (including by one or more foreign branches or affiliates of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent), Letters of Credit (or confirmations thereof) denominated in an Alternative Currency in a form and with such terms and conditions as shall satisfy (or facilitate the satisfaction of) the requirements for letters of credit under the provisions of the laws and regulations of a foreign jurisdiction (including insurance and banking regulations thereof) or as may otherwise be reasonably requested by the beneficiary thereof (including the cedent of insurance liabilities); provided, that such issuance (or confirmation) is not, in the sole discretion of the Administrative Agent, such Fronting L/C Issuer or the Several L/C Agent, as applicable, adverse to the interests of the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent or the Lenders; and provided, further, that none of the Administrative Agent, any of the Fronting L/C Issuers, the Several L/C Agent or any of the Lenders shall be obligated to verify such satisfaction. From and after the Restatement Effective Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to this Agreement by Bank of America as a Fronting L/C Issuer. The Existing Letters of Credit that are Several Letters of Credit shall be replaced on the Restatement Effective Date with Several Letters of Credit issued by the Lenders pursuant to this Agreement or, to the extent practicable, be amended effective as of the Restatement Effective Date so that the liability of the issuers under such Several Letters of Credit from and after the Restatement Effective Date shall be consistent with the Pro Rata Shares (or other applicable shares as provided herein) of the Lenders, and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement. (ii) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor the Lenders, as applicable, shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii2.03(b)(v), the expiry date of the requested such Letter of Credit would occur more than twelve months after the date of issuance or last extensionextension of such Letter of Credit, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur more than twelve months after the Letter of Credit Expiration Maturity Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date.; (iii) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender from issuing such Letter of Credit, or any Law applicable to such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender shall prohibit, or request that such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender is not otherwise compensated hereunder) not in effect on the Closing Second Amendment Effective Date, or shall impose upon such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Second Amendment Effective Date and which such Fronting L/C Issuer Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by such Lender, any Lender in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Fronting L/C Issuer Issuer, the Several L/C Agent or if the Administrative Agent has been notified thereof by such Lender, any Lender, as applicable, applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Fronting L/C IssuerIssuer or the Several L/C Agent, as applicable, such Letter of Credit is in an initial stated amount of less than $50,0001,000,000; (D) after the issuance of such Letter of Credit, more than sixty Letters of Credit is to would be denominated in a currency other than Dollars or an Alternative Currencyoutstanding unless the Borrowers, any then Fronting L/C Issuer and the Several L/C Agent otherwise agree; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (F) if such Letter of Credit is a Fronted Letter of Credit and any Lender is a Defaulting Lender or a Several Letter of Credit in respect of which there is a Limited Fronting Lender and the Participating L/C Issuer thereunder is a Defaulting Lender, unless (after giving effect to Section 2.15(iv) and (v)) the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has entered into arrangements satisfactory to it (including, without limitation, arrangements for the provision of Risk Participation Cash Collateral) with the Borrowers or such Defaulting Lender to eliminate the applicable Fronting L/C Issuer’s or the applicable Limited Fronting Lender’s, as applicable, risk with respect to such Defaulting Lender; provided, that, if the Borrowers provide Risk Participation Cash Collateral with respect to a Letter of Credit requested to be issued hereunder, the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, shall not be entitled to rely on this clause as justification for not issuing such Letter of Credit. To the extent that the Borrowers or a Defaulting Lender provide Risk Participation Cash Collateral, the Borrowers or such Defaulting Lender, as applicable, hereby grant to the Administrative Agent, for the benefit of the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, a security interest in all deposit accounts and all balances therein constituting such Risk Participation Cash Collateral and all proceeds of the foregoing solely as security for the purposes described under Section 2.03(c)(i) hereof. Such Risk Participation Cash Collateral shall be maintained in blocked transaction accounts with the Administrative Agent; provided that (1) in the event that any Lender on account of whom such Risk Participation Cash Collateral was delivered shall no longer be a Defaulting Lender, the Administrative Agent shall return to the pledgor such portion of Risk Participation Cash Collateral attributable to such Lender, (2) in the event that any Lender on account of whom such Risk Participation Cash Collateral was delivered shall have its Commitment reduced, the Administrative Agent shall return to the pledgor such portion of the Risk Participation Cash Collateral attributable to such Lender in proportion to the amount by which such Lender’s Commitment is so reduced, (3) in the event that the applicable Letter of Credit on account of which such Risk Participation Cash Collateral was delivered expires or is drawn upon, and such drawing has been reimbursed by the Borrower, the Administrative Agent shall return to the pledgor such portion of the Risk Participation Cash Collateral attributable to such expired Letter of Credit or such reimbursed drawing, as applicable, and (4) to the extent the Borrowers provide Risk Participation Cash Collateral, such Risk Participation Cash Collateral shall be applied to satisfy drawings under the Letters of Credit as they occur. (iv) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall amend or extend any Letter of Credit if such L/C Issuer it would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No Neither any Fronting L/C Issuer Issuer, the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to amend any Letter of Credit if (A) such Fronting L/C Issuer Issuer, the Several L/C Agent or such Lender, as applicable, would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) hereof and of any additional Letter of Credit Documents required by the L/C Issuers agree, in reliance Issuer and relying upon the representations and warranties herein set forth (A) based upon the agreements of the Revolving A Lenders set forth in this Section 2.032.4, the L/C Issuer agrees (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Availability Period to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the joint account of the Borrower and any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.4(b), and (2) to honor drawings conforming drafts under the Letters of Credit; Credit and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.4; provided that immediately after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any such Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Obligations would exceed the L/C Sublimit, (x) the Total Revolving A Outstandings shall not Exposure of any Revolving Lender would exceed the Aggregate such Revolving A CommitmentsLender’s Revolving Commitment, or (y) the Total Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not Outstandings would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedaggregate Revolving Commitments. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall be under any no obligation to issue any Letter of Credit (and, in the case of clauses (B), (C) or (D) below, shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Agreement Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Agreement Date and (for which such the L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.4(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless arrangements satisfactory to the L/C Issuer for the Backstopping of such Letter of Credit have been made prior to the issuance thereof; (D) the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement; (E) the issuance of such Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by or any laws binding upon the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (DF) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (FG) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.10(a)(iv)) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (GH) such the Letter of Credit contains any provisions for automatic reinstatement of is in an initial amount less than $500,000 (or such lesser amount as agreed to by the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue and the Letter of Credit in its amended form under the terms hereofAdministrative Agent). (viii) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateAvailability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies Credit, including Performance Letters of Credit, for the account of the Borrower or any of its Restricted Subsidiaries, Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings limitations set forth in the proviso of Section 2.01(b) shall not exceed the Aggregate Revolving A Commitmentsbe exceeded, and (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the applicable L/C Issuer Required Revolving Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the applicable L/C Issuer Revolving Credit Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such the applicable L/C Issuer applicable to letters of credit generallyIssuer; (C) except as otherwise agreed consented to by the Administrative Agent and such applicable L/C Issuer, which consent shall not be unreasonably withheld, such Letter of Credit is in an initial stated amount less than $50,000100,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; or (E) such L/C Issuer does not as a default of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (Fany Lender’s obligations to fund under Section 2.03(c) exists or any Revolving A Lender is at that such time a Defaulting LenderLender hereunder, unless such (1) the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) arrangements with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual risk with respect to such Lender or potential Fronting Exposure (2) after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter issuance of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit, the Total Revolving Credit contains Outstandings (excluding any provisions for automatic reinstatement Revolving Credit Loans owing to Defaulting Lenders) do not exceed the Revolving Credit Commitments of the stated amount after any drawing thereunderall Lenders other than of all Defaulting Lenders. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit — BA Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower Company or any U.S. Subsidiary, or for the account of its Restricted Subsidiariesthe Company or any U.S. Subsidiary for the benefit of any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit, and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Borrower Company or its Restricted Subsidiaries any U.S. Subsidiary, or for the account of the Company or any U.S. Subsidiary for the benefit of any Subsidiary, and any drawings thereunder; provided that immediately the L/C Issuer shall not be obligated to make any L/C — BA Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if (A) after giving effect to any L/C — BA Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Outstandings shall not exceed the lesser of the Aggregate Revolving A CommitmentsCommitments and the Borrowing Base (without giving effect to the L/C Reserve for purposes of this calculation), (x) no Overadvance exists, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C — BA Obligations shall not exceed the Letter of Credit Sublimit— BA Sublimit or (B) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). Each request by the Borrower Company for the issuance or amendment of a Letter of Credit or Bankers’ Acceptance shall be deemed to be a representation by the Borrower Company that the L/C — BA 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, the BorrowerCompany’s ability to obtain Letters of Credit and Bankers’ Acceptances shall be fully revolving, and accordingly the Borrower Company may, during the foregoing period, obtain Letters of Credit or Bankers’ Acceptances to replace Letters of Credit or Bankers’ Acceptances, as applicable, that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No The L/C Issuer shall not issue any Letter of Credit Credit, if: (A) subject Subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit, would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer Required Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit, or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit Credit, would occur after the Letter of Credit — BA Expiration Date, unless all the applicable L/C Issuer Lenders have approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such the Letter of CreditCredit or any related Bankers’ Acceptance, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit or related bankers’ acceptances generally or such the Letter of Credit or any Bankers’ Acceptance in particular or shall impose upon such the L/C Issuer with respect to such the Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the maturity date of any Bankers’ Acceptance issued under an any such requested Acceptance Credit would occur no earlier than 30 nor later than 90 days from date of issuance of such and in any event not later than 60 days before the Letter of Credit - BA Expiration Date, unless the Required Lenders have approved such expiry date; (C) the issuance of the Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such the L/C Issuer applicable to letters of credit generallygenerally or the creation of any related bankers’ acceptance would cause the L/C Issuer to exceed the maximum amount of outstanding bankers’ acceptances permitted by applicable law; (CD) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such the Letter of Credit or related Bankers’ Acceptance is in an initial stated amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (DE) such the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;Dollars; or (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower Company or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C — BA Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit or Bankers’ Acceptance issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit or Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents and Acceptance Documents, pertaining to such Letters of Credit or Bankers’ Acceptances, as applicable, as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted Domestic Subsidiaries or, in the L/C Issuer’s sole and absolute discretion, any of its Foreign Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A CommitmentsFacility, (y) the Revolving A Credit Exposure of any Revolving A Lender shall not exceed such Lender’s Revolving A Commitment Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the applicable Administrative Agent and the L/C Issuer have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable Administrative Agent and the L/C Issuer have approved such expiry date; provided date (it being understood that in the Revolving A Lenders’ participations in event the expiry date of any undrawn amount thereof are terminated on the requested Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to would occur after the Letter of Credit Expiration Date, from and after the Letter of Credit Expiration Date, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations in respect of such Letters of Credit in accordance with Section 2.14). (iii) No The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such the L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000100,000; (D) such except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Revolving Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or; (GF) such the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) the L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency. (iv) No The L/C Issuer shall not amend any Letter of Credit if such the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each The L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the other Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or (provided that any Letter of its Restricted Subsidiaries, Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drawings drafts under the Letters of Credit; Credit and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderpursuant to this Section 2.03; provided that immediately after giving effect no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not would exceed such Lender’s Revolving A Credit Commitment and or (zy) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No An L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and (for which such L/C Issuer in good xxxxx xxxxx material to itis not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or more any policies of such the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;; and (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iviii) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No An L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Restricted SubsidiariesBorrower, and to amend or extend renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings drafts under the Letters of Credit; and (B) the Revolving A Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunderBorrower; provided that immediately after giving effect the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Total Revolving A Outstandings shall not Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving A Commitments, (y) the Revolving A Credit Exposure aggregate Outstanding Amount of the Loans of any Revolving A Lender shall not Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving A Commitment and Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C 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, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the applicable L/C Issuer approved such expiry date; provided that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and such Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Date. (iii) No . The L/C Issuer shall be under any no obligation to issue any Letter of Credit if: (A) : any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such the L/C Issuer in good xxxxx fxxxx xxxxx material to it; (B) ; subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; or the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $50,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Revolving A Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No . The L/C Issuer shall be under any no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit. (vi) Each . The L/C Issuer shall act on behalf not be obligated to issue any Letter of Credit in a currency other than Dollars (“alternative currency”), unless each of the Revolving A Lenders with respect to any Letters following conditions is satisfied: (i) the alternative currency is a currency in which the L/C Issuer customarily issues letters of credit, and (ii) the related Letter of Credit issued by it Application shall contain such additional terms and provisions as the documents associated therewith, and each L/C Issuer shall have all of require regarding, among other things, (a) the benefits and immunities (A) provided reimbursement to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included each L/C Issuer with respect to such acts or omissionsapplicable alternative currency, and (Bb) as additionally provided herein with respect to the L/C Issuersdetermination of the dollar equivalent amount of any such alternative currency for purposes of computing the Letter of Credit Sublimit and other provisions of this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuers agreeIssuer agrees, in reliance upon the agreements of the Revolving A Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies applicable to such L/C Issuer for the account of the Borrower or any of its Restricted SubsidiariesPermitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving A Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries any Permitted L/C Party and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xw) the Total Revolving A Credit Outstandings shall not exceed the Aggregate Revolving A CommitmentsCredit Facility, (yx) the Revolving A Credit Exposure of any Revolving A Credit Lender shall not exceed such Revolving Credit Lender’s Revolving A Commitment and Credit Commitment, (zy) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, and (z) the Outstanding Amount of Credit SublimitL/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Borrower or a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the applicable L/C Issuer approved such expiry date; or (B) if the expiry date of such requested Letter of Credit would occur after the date that is seven Business Days prior to the Maturity Date (each such issued Letter of Credit Expiration DateCredit, an “Extended Letter of Credit”) unless the applicable L/C Issuer has approved such later expiry date; provided , it being acknowledged and agreed that the Revolving A Lenders’ participations in any undrawn amount thereof are terminated on the Letter of Credit Expiration Date and each such Extended Letter of Credit shall be Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer on or prior to the Letter of Credit Expiration Dateaccordance with Section 6.28. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Requirement of Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such the Letter of Credit is in an initial stated amount less than $50,000100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (D) except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyCurrency applicable to such L/C Issuer; (E) such L/C Issuer does not not, as of the issuance date of such requested Letter of Credit Credit, issue Letters of Credit in the requested currency;; or (F) any Revolving A Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each L/C Issuer shall act on behalf of the Revolving A Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X IX included each the L/C Issuer Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuersIssuers or any of them.