Common use of Letters of Credit Clause in Contracts

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect Subject to all the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby or, subject to the limitations set forth in the definition of “L/C Issuer,” commercial Letters of Credit with for the account, and upon the request, of a Borrower (or jointly for the account of any Borrower, Parent or any Subsidiary) and in support of obligations of any Borrower, Parent or one or more Subsidiaries (including (x) obligations in respect of and in lieu of deposits or security guarantees in the ordinary course of business, (y) to which presentment provide support for honor shall not have occurred at performance, payment or appeal bonds, indemnity obligations or other surety, including, without limitation, workers compensation insurance and (z) for such other general corporate purposes as the time of an acceleration pursuant L/C Issuer may agree in its reasonable discretion), and to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend or extend Letters of Credit previously issued by it, in accordance with subsection (which such cash collateral shall be deposited in Dollars); provided that with respect c) below, and (B) to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn honor drawings under such its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the unused portion thereof account of any Borrower, Parent or any Subsidiary of Parent and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after all each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each request by a Borrower, Parent or a Subsidiary for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation such Borrower, Parent or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With respect (a) Subject to all the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit with respect hereunder from time to which presentment time before its Commitment Termination Date upon the request and for honor the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not have occurred at exceed the time aggregate amount of an acceleration pursuant the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the preceding paragraph, aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall at not exceed the Maximum Availability of such time deposit in a cash collateral account opened Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount Issuing Bank of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency a Letter of Credit, the amount required Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deposited deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to this Section 12.2(b) shall be equal to one hundred and five percent clause (105%i) of the equivalent amount in Dollars foregoing proviso within the limits of the aggregate then undrawn and unexpired amount of Commitments which are not terminated, the Borrowers shall prepay on such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) date all or a portion of the equivalent amount in Dollars outstanding Loans and/or secure cancellation of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such outstanding Letters of Credit, and the unused portion thereof after all such redetermination and termination of participations in outstanding Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerconditioned upon their having done so.

Letters of Credit. With respect (a) Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Extended Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions contained herein, the applicable Issuing Bank shall issue, for the account of the relevant Borrower, one or more Letters of Credit; provided, however, that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h) or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank. A permanent reduction of the Total Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than JPMorgan Chase Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor issued on the prior Business Day by such Issuing Bank, provided that until the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened be agreed by the Administrative Agent an amount equal and the Issuing Bank, such Issuing Bank shall be required to so notify the aggregate then undrawn and unexpired amount Administrative Agent in writing only once each week of such the Letters of Credit (which issued by such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of CreditIssuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, the amount required such notice to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) furnished on such day of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit week as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any and such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank may agree.

Letters of Credit. With respect (i) Subject to all the terms and conditions set forth herein, (A) each L/C Issuer shall, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, issue Letters of Credit with respect denominated in Dollars or in one (1) or more Alternative Currencies applicable to which presentment such L/C Issuer for honor shall not have occurred at the time account of the Company or any of its Restricted Subsidiaries in an acceleration pursuant aggregate amount up to the preceding paragraphLetter of Credit Sublimit, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (which such cash collateral shall be deposited 2) honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Dollars)Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (w) the Total Outstandings shall not exceed the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars Facility, (x) the aggregate Outstanding Amount of the aggregate then undrawn and unexpired amount Revolving Credit Loans of any Lender, plus such Alternative Currency 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 Commitment, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit as determined Sublimit and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Administrative Agent on Company for the day issuance or amendment of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency a Letter of Credit is less than one hundred shall be deemed to be a representation by the 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 three percent (103%) of subject to the equivalent amount in Dollars of the undrawn terms and unexpired amount of such Alternative Currency Letter of Creditconditions hereof, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Company’s ability to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basisupon and reimbursed. After all such All Existing Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall be deemed to have been satisfied issued pursuant hereto, and all other Obligations shall have been paid in full, from and after the balance, if any, in such cash collateral account Restatement Effective Date shall be returned subject to and governed by the Borrowerterms and conditions hereof.

Letters of Credit. With respect Subject to all Letters the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit with respect Expiration Date, to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such issue standby Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (denominated in Dollars) in for the cash collateral account, and upon the request, of any Borrower (or jointly for the account sufficient of any Borrower and any of its Subsidiaries), and to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn honor drawings under such its Letters of Credit, and (ii) each Lender severally agrees to participate in Letters of Credit issued for the unused portion thereof account of any Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; provided that, immediately after all each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Line Cap and (iii) with respect to each individual Lender, the aggregate outstanding principal amount of such Lender’s Revolving Loans plus its participation interests in Protective Advance Exposure plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment. Each request by a Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With respect The Issuing Banks, the Banks and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (collectively, the “Letters of Credit”, and each a “Letter of Credit”) for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the Effective Date until the earlier of (y) the Termination Date for all the Banks and (z) five (5) Business Days prior to the latest Stated Termination Date for any Bank in an aggregate Available Amount (i) for all Letters of Credit with respect issued by the Issuing Banks not to which presentment for honor shall not have occurred exceed at any time the time aggregate Letter of an acceleration pursuant to the preceding paragraph, the Borrower shall Credit Commitments at such time deposit in a cash collateral account opened minus all Letter of Credit Advances outstanding at such time, (ii) for all Letters of Credit issued by any Issuing Bank, not to exceed at any time the Administrative Agent Letter of Credit Commitment of such Issuing Bank at such time minus all Letter of Credit Advances owed to such Issuing Bank outstanding at such time (or such greater amount as such Issuing Bank shall approve), and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Banks at such time; provided, however, that no Issuing Bank shall be required to issue a Letter of Credit if any Bank is a Defaulting Bank or Potential Defaulting Bank unless the Borrower has deposited cash collateral to the extent required under Section 2.06(c)(ii). If the Stated Termination Date for all Banks is not the same and the aggregate Available Amount of the Letters of Credit that have an expiration date later than the Stated Termination Date for any Non-Extending Bank will exceed the Unused Revolving Credit Commitments as of such Stated Termination Date, then undrawn the Borrower shall grant a first priority perfected security interest in, and unexpired deliver to (A) each Issuing Bank that is an Extending Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same day funds equal to each applicable Non-Extending Bank’s Pro Rata Share of all outstanding Letters of Credit issued by such Issuing Bank, to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the terms of this Agreement and (B) any Issuing Bank that is a Non-Extending Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank (but without duplication of amounts, if any, delivered in respect of such Letters of Credit (which such pursuant to Section 2.01(b)(iii)(A)), to be held as cash collateral shall be deposited in Dollars); provided that with respect by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to any Alternative Currency Letter the terms of Creditthis Agreement. Within the limits referred to above, the amount required to be deposited pursuant to Borrower may request the issuance of Letters of Credit under this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency 2.01(b), repay any Letter of Credit as determined by Advances resulting from drawings thereunder and request the Administrative Agent on the day issuance of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerunder this Section 2.01(b).

Letters of Credit. With (a) Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions contained herein and in reliance on the agreement of the Lenders set forth in this SECTION 2.13, the applicable Issuing Bank shall issue, for the account of the Lead Borrower or a Restricted Subsidiary, one or more Letters of Credit; provided, however, that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the Tranche A Credit Extensions and/or the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h); provided further that any Letter of Credit issued for the benefit of any Restricted Subsidiary that is not a Borrower shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, or (C) any Lender is at such time a Deteriorating Lender hereunder, unless the Issuing Bank has entered into reasonably satisfactory arrangements with the Borrowers or such Lender to eliminate the Issuing Bank’s risk of full reimbursement with respect to such Letter of Credit and all other Letters of Credit as to which the Issuing Banks has actual or potential fronting exposure with respect to such Deteriorating Lender (as determined by each Issuing Bank in its sole discretion). A permanent reduction of the Tranche A Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Tranche A Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Tranche A Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment issued on the prior Business Day by such Issuing Bank. If the conditions for honor shall borrowing under SECTION 4.02 cannot have occurred at the time of an acceleration pursuant to the preceding paragraphin fact be fulfilled, the Borrower shall at such time deposit in a cash collateral account opened by Required Lenders may direct the Administrative Agent an amount equal to Issuing Banks to, and the aggregate then undrawn and unexpired amount of such Issuing Banks thereupon shall, cease issue Letters of Credit (which other than Permitted Overadvances) until such cash collateral shall conditions can be deposited satisfied or are waived in Dollars); provided that accordance with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSECTION 9.01.

Letters of Credit. With respect (a) The Letter of Credit Commitment. Subject to all the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.04, (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 with respect for the account of the Borrowers or any other Loan Party, and to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend or extend Letters of Credit previously issued by it, in accordance with Section 2.04(c), and (which such cash collateral shall be deposited 2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Dollars)Letters of Credit issued for the account of the Borrowers or any other Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (w) the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) L/C Obligations outstanding with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of L/C Issuer shall not exceed the equivalent amount in Dollars of the undrawn and unexpired amount L/C Sublimit of such Alternative Currency Letter of CreditL/C Issuer, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollarsx) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant L/C Obligations shall not exceed the L/C Sublimit of all L/C Issuers taken as a whole, (y) the Total Outstandings shall not exceed the Maximum Revolving Credit and (z) the Outstanding Amount of the Loans of any 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 Swingline Loans at such time shall not exceed such Lender’s Commitment. Each Borrower hereby agrees to this Section 12.2(b) with respect use commercially reasonable efforts to such Alternative Currency allocate the aggregate face amount of each Letter of Credit to be at least equal to one hundred and five percent (105%) issued hereunder ratably among the L/C Issuers in accordance with their respective individual L/C Sublimit. Each request by the Borrowers or any other Loan Party for the issuance or amendment of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency a Letter of Credit as determined shall be deemed to be a representation by the Administrative Agent on applicable Borrower that the date of such demand. Amounts held L/C Credit Extension so requested complies with the conditions set forth in such cash collateral account shall be applied by the Administrative Agent proviso to the payment of drafts drawn under such Letters of Creditpreceding sentence. Within the foregoing limits, and subject to the unused portion thereof after all such terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With respect (a) Subject to all the terms and conditions of this Agreement, upon the request of Borrower Agent (which shall be irrevocable) made in accordance herewith, Letter of Credit Issuer agrees to issue a requested Letter of Credit in Dollars or any Alternate Currency for the account of Borrowers of a tenor and containing terms acceptable to Borrower Agent, Agent and the Letter of Credit Issuer, in a maximum aggregate face amount outstanding at any time not to exceed an applicable Letter of Credit Issuer Sublimit or the Letter of Credit Sublimit; provided that (i) the Letter of Credit Issuer shall have no obligation to cause to be issued any Letter of Credit with a termination date after the Termination Date and (ii) if a Letter of Credit is issued with an expiration date after the Termination Date, Borrowers shall Collateralize such Letter of Credit in full immediately. The term of any Letter of Credit shall not exceed three hundred sixty-five (365) days from the date of issuance, subject to renewal in accordance with the terms thereof (provided that any notice of extension shall be required at least 30 days prior to the expiration of any Letter of Credit hereunder), but in no event to a date beyond the Termination Date. All Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant be subject to the preceding paragraphlimitations set forth in Section 2.5, the Borrower shall at such time deposit in and a cash collateral account opened by the Administrative Agent an amount sum equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such outstanding Letters of Credit shall have expired or been fully drawn uponbe included in calculating outstanding amounts for purposes of determining compliance with Section 2.5. Without limitation of the foregoing, if anybut for the avoidance of any doubt, the maximum amount of all unexpired Letters of Credit outstanding at any one time, when aggregated with (without duplication) all Revolving Credit Loans and Swingline Loans shall be applied to repay not exceed the other Obligations on a pro rata basislesser of (x) the Aggregate Revolving Credit Commitment and (y) the Borrowing Base. After Borrowers, Lenders, the Letter of Credit Issuer and Agent hereby acknowledge and agree that all such Existing Letters of Credit shall have expired or been fully drawn uponconstitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Letter of Credit Issuer at the request of Borrowers on the Closing Date. Borrowers acknowledge and agree that Xxxxx Fargo Bank, the Reimbursement Obligation National Association shall have been satisfied and all other Obligations shall have been paid no obligation to issue import Letters of Credit or any Letters of Credit denominated in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerAlternate Currency.

Letters of Credit. With (a) On the Closing Date, each of the Letters of Credit outstanding under the Existing Loan Agreement shall be deemed to have been issued hereunder. The Administrative Agent will inform the Lenders of the aggregate effective amount of all such Letters of Credit on the Closing Date, and will provide each of the Lenders with appropriate information regarding the amount, beneficiary, and tenor of any such Letter of Credit upon request. Subject to the terms and conditions hereof, at any time and from time to time from the Closing Date through the Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Revolving Commitment as Borrower may request by a Request for Letter of Credit which do not result in the aggregate effective face amount of all outstanding Letters of Credit being in excess of $25,000,000; provided that after giving effect to all such Letters of Credit, the sum of (i) the aggregate principal amount of the outstanding Revolving Loans plus (ii) the aggregate amount available for drawing under the outstanding Letters of Credit plus (iii) the aggregate amount of all unreimbursed draws with respect to all Letters of Credit with respect to which presentment for honor Credit, shall not have occurred at exceed the time then applicable Revolving Commitment. Each Letter of an acceleration pursuant Credit shall be in a form reasonably acceptable to the preceding paragraphIssuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the Borrower shall at such time deposit in a cash collateral account opened by terms of the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit shall not exceed 12 months from the date of issuance thereof (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Creditor, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount case of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on any renewal, 12 months from the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, renewal) and the unused portion thereof after all such Letters no Letter of Credit or renewal thereof shall have expired or been fully drawn upon, if any, shall be applied to repay expire later than the other Obligations on a pro rata basisMaturity Date. After all such Letters Borrower will not request any Letter of Credit shall have expired or been fully drawn upon, which is not reasonably necessary in the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the ordinary course of business of Borrower.

Letters of Credit. With (a) During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.24(d) and 2.24(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit denominated in Dollars for the account of the Borrower or any Restricted Subsidiary on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $250,000; and (iii) the Borrower may not request on behalf of itself or any Restricted Subsidiary any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Sublimit, (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments or (C) the LC Exposure of such Issuing Bank would exceed the LC Commitment of such Issuing Bank. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Effective Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issuance of a Letter of Credit shall not have occurred at be deemed to utilize the time Revolving Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect (a) Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions contained herein, the applicable Issuing Bank shall issue, for the account of the relevant Borrower, one or more Letters of Credit; provided, however, that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h) or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank. A permanent reduction of the Total Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than JPMorgan Chase Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor issued on the prior Business Day by such Issuing Bank, provided that until the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened be agreed by the Administrative Agent an amount equal and the Issuing Bank, such Issuing Bank shall be required to so notify the aggregate then undrawn and unexpired amount Administrative Agent in writing only once each week of such the Letters of Credit (which issued by such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of CreditIssuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, the amount required such notice to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) furnished on such day of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit week as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any and such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank may agree.

Letters of Credit. With respect Upon the terms and subject to all the conditions herein set forth, at any time and from time to time after the Closing Date and prior to the Termination Date, the Lead Borrower on behalf of the Domestic Borrowers, and the Canadian Borrower for itself and its Subsidiaries, may request an Issuing Bank (which in the case of the Canadian Borrower shall be the Canadian Agent or a Canadian Lender) to issue, and subject to the terms and conditions contained herein, such Issuing Bank shall issue, for the account of the relevant Borrower, one or more Letters of Credit; provided, however, that no Letter of Credit with respect shall be issued if, after giving effect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraphsuch issuance, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to (i) the aggregate then undrawn and unexpired amount of such Letters Domestic Letter of Credit Outstandings shall exceed the Domestic Letter of Credit Sublimit, (which such cash collateral ii) the aggregate Canadian Letter of Credit Outstandings shall be deposited exceed the Canadian Letter of Credit Sublimit, (iii) the Total Domestic Revolver Outstandings or the Total Canadian Revolver Outstandings, as applicable, would exceed the limitations set forth in DollarsSECTION 2.01(a); provided that , (iv) the aggregate Domestic Letter of Credit Outstandings with respect to any Alternative Currency Issuing Bank shall exceed the Domestic Letter of Credit Commitment of such Issuing Bank or (v) the aggregate Canadian Letter of Credit Outstandings with respect to any Issuing Bank shall exceed the Canadian Letter of Credit Commitment of such Issuing Bank; provided further that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent or the Canadian Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met, within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent or Canadian Agent, as applicable, pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and such Issuing Bank, on the same Business Day as the receipt by the Issuing Bank of the request for issuance of a Letter of Credit if the request is received prior to 12:00 noon or on the next Business Day if the request is received after 12:00 noon); and provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such 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 Issuing Bank applicable to letters of credit generally, (C) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to SECTION 2.27(a)(iv)) with respect to the Defaulting Lender arising from either (x) the Letter of Credit then proposed to be issued or (y) that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion, (D) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder, or (E) such Letter of Credit is not in compliance with SECTIONS 2.13(b) or 2.13(c), as applicable. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement or any Order and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred terms and five percent (105%) conditions of the equivalent amount in Dollars applicable Order and this Agreement shall control and any grant of the aggregate then undrawn and unexpired amount of security interest or Lien under any such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account application shall be applied by the Administrative Agent to the payment void and of drafts drawn under such Letters of Credit, no force and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowereffect.

Letters of Credit. With respect (a) Subject to the terms and conditions hereof, the Commitments may be utilized, upon the request of Borrower, in addition to the Loans provided for in Section 2.1 hereof, by the issuance by the Issuing Bank of one or more Letters of Credit for the account of Borrower; provided, however, that no Letter of Credit may be issued if (i) after giving effect thereto (A) the Letter of Credit Exposure (including the amount of the requested Letter of Credit) would exceed the Letter of Credit Limit or (B) such Letter of Credit Exposure plus the aggregate outstanding principal balance of the Loans would exceed the Commitments of all Banks, and (ii) the expiration date thereof extends beyond the earlier of one year from issuance or 5 Business Days prior to the Commitment Termination Date. In addition to the applicable provisions of Article 3, all Letters of Credit with respect to which presentment for honor shall not have occurred at be issued upon the time request of an acceleration pursuant Borrower on the terms and conditions set forth in this Section 2.14; and the provisions hereof that are applicable to the preceding paragraphissuance of a Letter of Credit shall be correspondingly applicable to each renewal, extension or reissuance thereof, or amendment thereto. Upon the Borrower shall at such time deposit in a cash collateral account opened date of issuance by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount Issuing Bank of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency a Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) Issuing Bank shall be equal deemed, without further action by any party hereto, to one hundred have sold to each Bank, and five percent (105%) of each Bank shall be deemed, without further action by any party hereto, to have purchased from the equivalent amount Issuing Bank, a participation in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by and the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency related Letter of Credit is less than one hundred and three percent (103%) Exposure, to the extent of such Bank's pro rata share of the equivalent amount in Dollars Commitments of the undrawn all Banks. Borrower hereby acknowledges and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient agrees to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipations.

Letters of Credit. With respect to all As part of the Revolving Line, Bank shall issue or have issued Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower Borrowers’ account. Such aggregate amounts utilized hereunder shall at all times reduce the amount otherwise available for Revolving Advances under the Revolving Line. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed [***], inclusive of Credit Extensions relating to Sections 2.1.4 and 2.1.5. The aggregate amount available to be used for the issuance of Letters of Credit may not exceed (i) the lesser of (A) the Revolving Line or (B) the Borrowing Base, minus (ii) the outstanding principal amount of any Revolving Advances (including any amounts used for Cash Management Services and the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) and minus (iii) the FX Reduction Amount. If, on the Revolving Line Maturity Date, there are any outstanding Letters of Credit, then on such time deposit in a date Borrowers shall provide to Agent cash collateral account opened by the Administrative Agent in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired face amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Portions of this Exhibit were omitted, as indicated by [***], and have expired or been fully drawn uponfiled separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, if any, as amended. Credit shall be applied in form and substance acceptable to repay Bank in its sole discretion and shall be subject to the other Obligations on a pro rata basisterms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). After all such Borrowers agree to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrowers further agree to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrowers’ account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrowers’ account, and Borrowers understand and agree that Bank shall have expired not be liable for any error, negligence, or been fully drawn uponmistake, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid made in full, the balance, if anygood faith whether of omission or commission, in such cash collateral account shall be returned to following Borrowers’ instructions or those contained in the BorrowerLetters of Credit or any modifications, amendments, or supplements thereto.

Letters of Credit. With respect Upon the Borrowers' application from time to all Letters time by use of BOK's standard form Letter of Credit Application Agreement and subject to the terms and provisions therein and herein set forth, BOK agrees to issue standby letters of credit on behalf of the Borrowers under the Line Commitment, provided that (i) any letters of credit issued on behalf of or on the account of Borrowers with respect an expiry date later than the Conversion Date, will, at the Banks' sole option, be fully secured and collateralized by cash or cash equivalent acceptable to which presentment the Banks in their sole discretion and held thereby from and after maturity, until expiration or cancellation of such letter(s) of credit or payment of all draws thereon on demand of the Banks, (ii) no letter of credit will be issued on behalf of or for honor shall not have occurred the account of the Borrowers if at the time of an acceleration pursuant to issuance the preceding paragraph, outstanding amount of the Borrower shall at such time deposit in a cash collateral account opened unpaid Line Loan (including the aggregate outstanding and unfunded amount of unexpired letters of credit then existing) under the Line Commitment as evidenced by the Administrative Agent an amount equal to Notes plus the aggregate then undrawn and unexpired maximum amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by then being requested would exceed the Administrative Agent on the day of acceleration; provided furtherBorrowing Base, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollarsiii) in the cash collateral account sufficient to cause no event shall the aggregate amount of cash collateral deposited such out-standing letters of credit exceed $20,000,000. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be paid by wire transfer and reflected by the Banks as an advance on the Notes, based on the Banks' Pro Rata Share, effective as of the date the sight draft is honored and such letter of credit shall be canceled immediately, or partially reduced, as may be appropriate, upon such wire trans-fer. In consideration of BOK's agreement to issue letters of credit hereunder, the Borrowers agree to pay to the Agent letter of credit fees equal to two percent (2%) per annum on the face amount of each letter of credit plus normal processing fees, which such fees shall be paid to the Agent at the time of issuance of each applicable letter of credit by an automatic debit in such amount to the General Account (the "Letter of Credit Fees"). All letters of credit issued by BOK pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred Agreement shall specify the volume, source and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent delivery period pertaining to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowertransaction.

Letters of Credit. With respect Upon the terms and subject to all the conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Borrowers made herein, the Lender agrees to issue, to the extent permitted by law and the Uniform Customs Practices of the International Chamber of Commerce governing Letters of Credit with respect (Publication No. 500 or any successor thereto), Letters of Credit upon the application of the Borrowers during the period from the date hereof to which presentment for honor the Maturity Date; provided that the aggregate Stated Amount of Letters of Credit outstanding at any time, plus the aggregate amount of all unreimbursed draws under such outstanding Letters of Credit, shall not have occurred at any time (i) exceed $4,000,000, or (ii) cause the principal amount of Revolving Loans outstanding at such time (after taking into account such Stated Amount and all such unreimbursed draws) to exceed the Revolving Credit Maximum Amount; and provided, further, that at the time the Borrowers request the issuance of an acceleration pursuant a Letter of Credit and after giving effect to the preceding paragraphissuance thereof, there has not occurred and is not continuing any Default or Event of Default. All Letters of Credit shall expire not later than the date which is one (1) month prior to the Maturity Date. Amounts drawn under the Letters of Credit shall become immediately due and payable by the Borrowers to the Lender and shall bear interest at the rate then applicable to Revolving Loans unless, to the extent there is availability under the Revolving Credit Maximum Amount, such amounts shall be added to the Revolving Loan Account as Revolving Loans and shall be immediately due and payable upon the maturity of the Revolving Credit Note. Without limiting the foregoing, if any Letter of Credit would by its terms expire after the Maturity Date, the Borrower shall at such time deposit in a cash collateral account opened Borrowers shall, on the Maturity Date, cause another letter of credit issued by the Administrative Agent an amount equal another bank satisfactory to the aggregate then undrawn Lender to be substituted therefor or cause another bank satisfactory to the Lender to indemnify the Lender to its satisfaction against any and unexpired amount all liabilities and obligations in respect to such Letter of Credit and, in such event, this Agreement and the other Loan Documents shall continue in full force and effect until all of the Obligations under any such Letters of Credit (which such cash collateral shall be deposited have been paid in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent full to the payment of drafts drawn under Lender. In order to evidence such Letters of Credit, the Borrowers shall enter into, with the Lender, such agreements and execute such instruments and documents as the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid Lender customarily requires in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerlike transactions.

Letters of Credit. With respect (a) The Letter of Credit Commitment. (i) Subject to all the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.21, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit with respect for the account of the Borrower, and to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend or extend Letters of Credit previously issued by it, in accordance with subsection (which such cash collateral shall be deposited b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Dollars)Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (x) the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars sum of the aggregate then undrawn and unexpired principal amount of the outstanding Advances and the aggregate L/C Obligations shall not exceed the aggregate Commitments, (y) the aggregate principal amount of the Revolving Credit Advances of any Lender, plus such Alternative Currency Lender’s Ratable Share of the outstanding amount of all L/C Obligations, plus such Lender’s Ratable Share of the outstanding principal amount of all Swing Line Advances shall not exceed such Lender’s Commitment, and (z) the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit as determined Sublimit. Each request by the Administrative Agent on Borrower for the day issuance or amendment of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency a Letter of Credit is less than one hundred 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 three percent (103%) of subject to the equivalent amount in Dollars of the undrawn terms and unexpired amount of such Alternative Currency Letter of Creditconditions hereof, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Borrower’s ability to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such 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 been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With respect (a) Subject to the terms and conditions hereof and provided that all of the conditions contained in §§10 and 11 have been satisfied, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower, from the date of this Agreement to, but not including, the Revolving Credit Maturity Date at such times as the Borrower may request; provided, however, that the aggregate Letter of Credit Liabilities (including such requested Letter of Credit) at any one time Outstanding shall not (i) exceed the lesser of (A) the Total Revolving Credit Commitment minus the aggregate amount of Outstanding Revolving Credit Loans (including any Swing Line Loans), or (B) the Letter of Credit Sublimit, or (ii) cause a Default or Event of Default under §9.5 (or the terms of §12.1(c) would not require a Bank to issue a Letter of Credit). Notwithstanding anything to the contrary contained in this §2.9, the Issuing Bank shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Issuing Bank is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall have no participation therein, except to the extent the Issuing Bank has entered into arrangements with the Borrower or such Defaulting Bank which are satisfactory to the Issuing Bank in its good faith determination to eliminate the Issuing Bank’s Fronting Exposure with respect to which presentment for honor shall not have occurred at any such Defaulting Bank, including the time delivery of an acceleration cash collateral. The issuance of a Letter of Credit pursuant to this §2.9(a) shall be deemed to reduce the preceding paragraph, aggregate of the Borrower shall at such time deposit unborrowed Revolving Credit Commitments of the Revolving Credit Banks then in a cash collateral account opened effect by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired face amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the set forth herein. In no event shall any amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency drawn under a Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency be available for reinstatement or a subsequent drawing under a Letter of Credit, the Borrower shall immediately upon demand . Each Revolving Credit Bank severally agrees to participate in each such Letter of Credit issued by the Administrative Agent deposit additional amounts (Issuing Bank in Dollars) in an amount equal to its Revolving Credit Commitment Percentage of the cash collateral account sufficient to cause the aggregate total amount of cash collateral deposited pursuant the Letter of Credit requested by the Borrower; provided, however, that no Revolving Credit Bank shall be required to this Section 12.2(b) with respect to such Alternative Currency participate in any Letter of Credit to be at least the extent that its participation therein plus (x) such Revolving Credit Bank’s participation in the aggregate of all other Letters of Credit and Swing Line Loans Outstanding, and (y) such Revolving Credit Bank’s Revolving Credit Commitment Percentage of the amount of any Revolving Credit Loans and Swing Line Loans Outstanding (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), would exceed an amount equal to one hundred and five percent (105%) of such Revolving Credit Bank’s Revolving Credit Commitment as then in effect. Each Revolving Credit Bank agrees with the equivalent amount Agent that it will participate in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency each Letter of Credit as determined issued by the Administrative Agent on Issuing Bank to the date extent required by the preceding sentence. No Revolving Credit Bank’s obligation to participate in a Letter of such demand. Amounts held in such cash collateral account Credit shall be applied affected by any other Revolving Credit Bank’s failure to participate in the Administrative Agent to the payment of drafts drawn under such Letters same or any other Letter of Credit, and the unused portion thereof after all such . The Existing Letters of Credit shall have expired or been fully drawn upon, if any, shall upon the Closing Date be applied deemed to repay the other Obligations on be a pro rata basis. After all such Letters Letter of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerunder this Agreement.

Letters of Credit. With respect (a) The Letter of Credit Facility. Borrower may request Issuing Bank, on the terms and conditions hereinafter set forth, to all issue, and Issuing Bank shall, if so requested, issue, letters of credit (the "Letters of Credit", including the Existing Letters of Credit) for the account of Borrower or any other Company from time to time on any Business Day from the date of the initial Borrowing until the Termination Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the lesser of (i) $20,000,000 (the "Letter of Credit Facility") and (ii) the sum of (A) the Total Commitment minus (B) the aggregate principal amount of Revolving Credit Loans then outstanding, minus (C) the aggregate principal amount of Swing Line Loans outstanding. If any Letter of Credit is issued for the account of any Company other than Borrower, Borrower and such other Company shall be jointly and severally liable for all obligations in respect of such Letter of Credit and all references to Borrower which relate to obligations or provisions with respect to which presentment for honor any such Letter of Credit shall not also mean and refer to such other Company. No Letter of Credit shall have occurred at an expiration date (including all rights of renewal) later than the time earlier of an acceleration pursuant (i) the Termination Date or (ii) two years after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or as of the Agreement Date, with respect to the preceding paragraphExisting Letters of Credit), Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of Borrower shall at such time deposit under this Agreement in a cash collateral account opened by the Administrative Agent respect thereof in an amount equal to the aggregate then undrawn product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and unexpired amount subject to the limits referred to above, Borrower may request the issuance of such Letters of Credit (which such cash collateral shall be deposited in Dollarsunder this Section 2.13(a); provided that with respect to , repay any Alternative Currency Letter of Credit, the amount required to be deposited Revolving Credit Loans resulting from drawings thereunder pursuant to this Section 12.2(b2.13(c) shall be equal to one hundred and five percent (105%) request the issuance of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerunder this Section 2.13(a).

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, during the Borrower Commitment Period, Agent (or such other Bank as shall at such time deposit agree to be the Fronting Bank) shall, in a cash collateral account opened by its own name, but only as agent for the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of Banks, issue such Letters of Credit for the account of Borrower or any Pledgor, as Borrower may from time to time request. Borrower shall not request any Letter of Credit (which such cash collateral and neither Agent nor any Fronting Bank shall be deposited in Dollars); provided that with respect obligated to issue any Alternative Currency Letter of Credit) if, the amount required to be deposited pursuant to this Section 12.2(bafter giving effect thereto, (a) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired face amount of such Alternative Currency all issued and outstanding Letters of Credit would exceed the Letter of Credit as determined by Commitment, or (b) the Administrative sum of (i) the aggregate outstanding principal amount of all Revolving Loans, plus (ii) the aggregate undrawn face amount of all issued and outstanding Letters of Credit, plus (iii) the aggregate outstanding principal amount of all Swing Loans, would exceed the Total Commitment Amount. The issuance of each Letter of Credit shall confer upon each Bank the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of that Bank's Commitment Percentage. Each request for a Letter of Credit shall be delivered to Agent on (and the Fronting Bank, if the Fronting Bank is a Bank other than Agent) not later than 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the day of acceleration; provided further, that if at anytime upon which the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less to be issued. Each such request shall be in a form acceptable to Agent (and the Fronting Bank, if the Fronting Bank is a Bank other than one hundred Agent) and three percent (103%) of shall specify the equivalent face amount in Dollars of the undrawn and unexpired amount of thereof, whether such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit is a commercial documentary or a standby letter of credit, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be at least equal to one hundred supported thereby. Concurrently with each such request, Borrower, and five percent (105%) of any Pledgor for whose benefit the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit is to be issued, shall execute and deliver to Agent (or the Fronting Bank, if the Fronting Bank is a Bank other than Agent) an appropriate application and agreement, being in the standard form of the Fronting Bank for such letters of credit, as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent amended to conform to the payment provisions of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.this

Letters of Credit. With respect to all (a) Upon the request of the Collection Agent (acting as agent for the Seller as described in subsection (b) below), and on the terms and conditions for issuing Letters of Credit with respect under the Receivables Purchase Agreement (including any limitations therein on the amount of any such issuance), the Purchaser agrees to which presentment for honor cause the LC Bank to issue, on the Purchase Dates specified by the Collection Agent (on behalf of the Seller), Letters of Credit in favor of the beneficiaries specified by the Collection Agent (on behalf of the Seller). The aggregate stated amount of the Letters of Credit being issued on any Purchase Date on behalf of the Seller shall constitute a credit against the aggregate Purchase Price payable by the Purchaser to the Seller on such Purchase Date pursuant to Section 2.01(c). To the extent that the aggregate stated amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Purchaser to the Seller on such Payment Date, such excess shall be deemed to be a reduction in the outstanding principal balance of (and, to the extent necessary, the accrued but unpaid interest on) the Deferred Purchase Price Note payable to the Seller. The aggregate stated amount of Letters of Credit to be issued on any Payment Date shall not have occurred at exceed the time sum of an acceleration the aggregate Purchase Price payable on such Payment Date to the Seller plus the aggregate outstanding principal balance of and accrued but unpaid interest on the Deferred Purchase Price Note payable to the Seller on such Payment Date. In the event that any such Letter of Credit issued pursuant to this Section 2.07 (i) expires or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the preceding paragraphPurchaser’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent then an amount equal to such undrawn amount or such reduction, as the aggregate case may be, shall either be paid in cash to the Seller on the next Purchase Date or, if the Purchaser does not then undrawn and unexpired amount of such Letters of Credit (which such have cash collateral available therefor, shall be deposited deemed to be added to the outstanding principal balance of the Deferred Purchase Price Note issued to the Seller. Under no circumstances shall the Seller (or any Affiliate thereof (other than the Purchaser)) have any reimbursement or recourse obligations in Dollars); provided that with respect to of any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, the Borrower shall at such time deposit in a cash collateral Agent, on behalf of the Revolving Lenders, agrees to issue for the account opened by of the Administrative Agent an amount equal Borrowers during the period from and including the Effective Date to, but excluding, the date 30 days prior to the aggregate then undrawn and unexpired amount Termination Date one or more letters of such Letters of Credit credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, that in the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) event that the Agent's ratings assigned by a Rating Agency are below a contractual threshold binding on the Borrowers or any Subsidiary, then a Revolving Lender meeting or exceeding such threshold may, upon the request of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Borrower, issue a Letter of Credit requested by a Borrower and such Revolving Lender shall be entitled to the various benefits of the Agent under this Agreement as determined by the Administrative Agent on the day issuer of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of each other Revolving Lender shall have the equivalent amount in Dollars of the undrawn and unexpired amount of obligations set forth herein to such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) Revolving Lender with respect to such Alternative Currency Letter of Credit. For the purposes of this Agreement, the Existing LC shall be deemed issued pursuant to the terms of this Agreement and shall be considered a Letter of Credit under this Agreement, KeyBank shall be entitled to be at least equal to one hundred and five percent (105%) the various benefits of the equivalent amount in Dollars Agent under this Agreement as issuer of the aggregate then undrawn Existing LC and unexpired amount each Revolving Lender shall have the obligations set forth herein to KeyBank with respect to the Existing LC. The Borrowers acknowledge and agree that to the extent there shall be any extension of such Alternative Currency the Existing LC, the Borrowers shall utilize commercially reasonable efforts to arrange for the issuance of a new Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent pursuant to the payment of drafts drawn under such Letters of Credit, and terms hereof in replacement for the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerExisting LC.

Letters of Credit. With respect During the period from and including the date hereof to, but excluding, the Termination Date, the Issuing Bank, as issuing bank for the Lenders, agrees, on the terms and conditions of this Agreement, to all extend credit for the account of any Account Party at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit. The Issuing Bank shall not issue, renew, extend or reissue Letters of Credit with respect to which presentment for honor shall not have occurred pursuant hereto (i) if the LC Exposure at the time of an acceleration pursuant such extension of credit exceeds the lesser of (A) the LC Commitment and (B) the Aggregate Revolving Credit Commitments, as then in effect, minus the aggregate principal amount of all Loans then outstanding or (ii) if the Borrower is not in compliance with all the conditions to the preceding paragraph, the Borrower making of such extension of credit as set forth in this Agreement. The Lenders shall at such time deposit participate in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect according to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency their respective Percentage Shares. Each Letter of Credit as determined shall (i) be issued by the Administrative Agent on Issuing Bank, (ii) contain such terms and provisions as are reasonably required by the day Issuing Bank, (iii) be for the account of acceleration; the Account Party named therein and (iv) expire not later than the earlier of (A) two years from the date of issuance and (B) five days before the Termination Date provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency no Letter of Credit is less than one hundred and three percent (103%) may expire after the Termination Date of any Declining Lender who did not agree to extend the equivalent amount Termination Date in Dollars of the undrawn and unexpired amount of accordance with Section 2.11 if, after giving effect to such Alternative Currency Letter of Creditissuance, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit expiring after such Termination Date shall have expired or been fully drawn upon, if any, shall be applied to repay exceed the other Obligations on a pro rata basis. After all aggregate Commitments of the Extending Lenders (including any replacement Lenders) after such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerTermination Date.

Letters of Credit. With respect (a) Subject to all the terms and conditions and relying upon the representations and warranties herein set forth, each Issuing Bank shall issue and deliver to the Borrower at any time and from time to time on or after the Effective Date and prior to the fifth Business Day before the Revolving Maturity Date, Letters of Credit with respect for the account of the Borrower or any Subsidiary in an aggregate undrawn amount at any one time outstanding not to which presentment for honor exceed $50,000,000; provided that such Issuing Bank shall not have occurred at the time issue any Letter of an acceleration pursuant Credit if, immediately after giving effect to the preceding paragraphsuch issuance, the Borrower shall LC Exposure at such time deposit would exceed the Total LC Commitment or if the Revolving Exposure would exceed the Total Revolving Commitment or if the aggregate principal amount of Senior Funded Debt at such time would exceed the Borrowing Base then in a cash collateral account opened effect. Each Letter of Credit (x) shall be in form as shall have been agreed upon in writing by the Borrower, the Administrative Agent an amount equal to the aggregate then undrawn and unexpired such Issuing Bank, (y) shall be in a minimum face amount of $2,000 and (z) shall permit drawings upon the presentation of one or more sight drafts and such Letters other documents as shall be specified by the Borrower in the applicable notice delivered pursuant to paragraph (b) below and shall expire on a date not later than the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (which or, in the case of any renewal or extension thereof, one year after such cash collateral renewal or extension) and (ii) the fifth Business Day prior to the Revolving Maturity Date. The letters of credit set forth on Schedule 2.14 shall be deposited in Dollars); provided that with respect deemed to any Alternative Currency Letter be "Letters of Credit, " hereunder at all times such letters of credit are outstanding after the amount required Effective Date; and each of the issuing banks listed therein shall be deemed to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) "Issuing Bank" with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect (1) Subject to the terms and conditions hereof and provided that all of the conditions contained in Section 10 and 11 have been satisfied, the Agent agrees to issue Letters of Credit with respect to which presentment for honor the account of the Borrower, from the date of this Agreement to, but not including, the Maturity Date at such times as the Borrower may request; provided, however, that the aggregate amount of Letters of Credit (including such requested Letter of Credit) at any one time Outstanding shall not have occurred at exceed the time lesser of an acceleration (i) the lesser of (A) the Total Commitment or (B) the amount of the Borrowing Base, in each case, minus the aggregate amount of Outstanding Loans (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), or (ii) $10,000,000.00. The issuance of a Letter of Credit pursuant to this Section 2.7(a) shall be deemed to reduce the preceding paragraph, aggregate of the Borrower shall at such time deposit unborrowed Commitments of the Banks then in a cash collateral account opened effect by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired face amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the set forth herein. In no event shall any amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency drawn under a Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency be available for reinstatement or a subsequent drawing under a Letter of Credit, the Borrower shall immediately upon demand . Each Bank severally agrees to participate in each such Letter of Credit issued by the Administrative Agent deposit additional amounts (in Dollars) in an amount equal to its Commitment Percentage of the cash collateral account sufficient to cause the aggregate total amount of cash collateral deposited pursuant the Letter of Credit requested by the Borrower; provided, however, that no Bank shall be required to this Section 12.2(b) with respect to such Alternative Currency participate in any Letter of Credit to be at least the extent that its participation therein plus (x) such Bank's participation in the aggregate of all other Letters of Credit Outstanding, and (y) such Bank's Commitment Percentage of the amount of any Loans Outstanding (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), would exceed an amount equal to one hundred and five percent (105%) of such Bank's Commitment as then in effect. Each Bank agrees with the equivalent amount Agent that it will participate in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency each Letter of Credit as determined issued by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and extent required by the unused portion thereof after all such Letters preceding sentence. No Bank's obligation to participate in a Letter of Credit shall have expired be affected by any other Bank's failure to participate in the same or been fully drawn upon, if any, shall be applied to repay the any other Obligations on a pro rata basis. After all such Letters Letter of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerCredit.

Letters of Credit. With (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(e), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, in each case, then in effect. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issuance of a Letter of Credit shall not have occurred at be deemed to utilize the time Revolving Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such participation. To the extent that any Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent are outstanding on the day of acceleration; provided furtherExisting Revolving Commitment Termination Date, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b(x) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall automatically be deemed to have expired or been fully drawn upon, if any, shall be applied issued (including for purposes of the obligations of the Lenders to repay purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.22) under (and ratably participated in by Lenders pursuant to) the other Obligations on a pro rata basis. After all Revolving Commitments of the Extending Lenders up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments of such Letters Extending Lenders at such time (it being understood that no partial face amount of any Letter of Credit shall have expired or been fully drawn uponmay be so reallocated) and (y) to the extent not reallocated pursuant to immediately preceding clause (x), the Reimbursement Obligation Borrower shall have been satisfied and all other Obligations shall have been paid Cash Collateralize any such Letter of Credit in full, the balance, if any, in such cash collateral account shall be returned a manner satisfactory to the BorrowerAdministrative Agent and the Issuing Bank but only up to the amount of such Letter of Credit not so reallocated.

Letters of Credit. With respect Upon the request of Borrower, Lender shall issue commercial Letters of Credit and standby Letters of Credit, provided, the aggregate amount available to be drawn under all commercial Letters of Credit plus the aggregate amount of unreimbursed drawings under all commercial Letters of Credit at any one time does not exceed $3,000,000.00, and the aggregate amount available to be drawn under all standby Letters of Credit plus the aggregate amount of unreimbursed drawings under all standby Letters of Credit at any one time does not exceed $3,000,000.00, and further provided, no commercial Letter of Credit shall expire more than 180 days after the date it is issued and no standby Letter of Credit shall expire more than 365 days after the date it is issued. Notwithstanding anything to the contrary contained herein, the aggregate outstanding principal balance of Advances (as defined in the line of credit Promissory Note in the amount of $3,000,000.00, dated as of even date herewith) plus the aggregate amount available to be drawn under all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause plus the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter unreimbursed drawings under all Letters of Credit at any one time shall note exceed $3,000,000.00. Lender's obligation to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such issue Letters of Credit shall have expired terminate if Borrower is in default (however denominated) under the Note or been fully drawn uponthe other Loan Documents, or in any case, if anynot sooner terminated, shall be applied on September 30, 2010 unless renewed or extended by Lender in writing upon such terms then satisfactory to repay the Lender. In all other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn uponrespects, the Reimbursement Obligation shall have been satisfied terms and all other Obligations shall have been paid in full, conditions of the balance, if any, in such cash collateral account shall be returned to the BorrowerAgreement are hereby ratified and confirmed.

Letters of Credit. With respect (a) Issuance of Letters of Credit. Subject to all the conditions set forth in Article V hereof and such other conditions to the opening of letters of credit as the L/C Issuer (as defined below) requires from its customers generally, the Agent and the Lenders agree to incur, from time to time prior to the Revolving Credit Termination Date, upon the request of the Borrower and for the Borrower's account, Letter of Credit Obligations by causing Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant be issued (by a bank or other legally authorized person selected by or acceptable to the preceding paragraphAgent in its sole discretion (each, an "L/C Issuer")) for the Borrower shall at such time deposit in Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a cash collateral account opened by the Administrative Agent an amount equal to the aggregate Lender, then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall not be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Creditguaranteed by Agent but rather each Lender shall, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent subject to the payment of drafts drawn under such Letters of Creditterms and conditions hereinafter set forth, and the unused portion thereof after purchase (or be deemed to have purchased) risk participations in all such Letters of Credit shall have expired or been issued with the written consent of the Agent, as more fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basisdescribed in paragraph (b)(ii) below. After The aggregate amount of all such Letters Letter of Credit Obligations shall not at any time exceed $25,000,000; provided, however, that the Borrower may not request the Agent and the Lenders to incur Letter of Credit Obligations if after giving effect thereto (measured by the face amount of such Letter of Credit) Availability would be less than zero. No such Letter of Credit shall have expired or been fully drawn uponan expiry date which is more than one year following the date of issuance thereof, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account neither Agent nor Lenders shall be returned under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date which is later than the BorrowerRevolving Credit Termination Date.

Letters of Credit. With respect Subject to the terms and conditions hereof, each Issuing Bank agrees to issue, from time to time prior to the Commitment Termination Date, at the request of the Company and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more letters of credit (each a “Letter of Credit”) for the Company’s or any of its Subsidiaries’ account in a face amount in each case of at least $500,000 or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $500,000, and in an aggregate undrawn face amount for all Letters of Credit with respect at any time outstanding not to which presentment for honor exceed the Revolving Credit Commitment Amount; provided, that an Issuing Bank shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in issue or amend a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters Letter of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b2.12 if, after the issuance thereof, (i) shall be equal to one hundred and five percent (105%) the sum of the equivalent amount Swingline Exposure plus the Dollar Equivalent of the outstanding Revolving Loans and L/C Obligations would thereby exceed the Revolving Credit Commitment Amount (determined in Dollars accordance with Section 10.19) then in effect, (ii) the Dollar Equivalent of the aggregate then undrawn and unexpired face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Revolving Credit Commitment Amount scheduled to be in effect at any such Alternative Currency time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), (iii) the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to such Issuing Bank or any Lender as determined notified by such Issuing Bank or such Lender to the Administrative Agent on before the day date of accelerationissuance of such Letter of Credit or (iv) the Dollar Equivalent of the L/C Obligations would exceed $150,000,000 (the “Letter of Credit Sublimit”). Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts of either Dollars, Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner; provided further, that if at anytime the Administrative Agent determines that Dollar Equivalent amount of the principal amount deposited pursuant to this Section 12.2(b) of outstanding Revolving Loans and Letters of Credit in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars and Kroner determined, with respect to any each such Alternative Currency Revolving Loan or Letter of Credit, in accordance with Section 10.19 on the date such Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditissued, the Borrower increased or extended, as applicable, shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) not exceed in the cash collateral account sufficient to cause aggregate the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Foreign Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSublimit.

Letters of Credit. With respect (a) Until the Commitment Termination Date, the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to all Section 2.6(d), agrees to issue, at the request of the Company, Letters of Credit with respect for the account of the Borrowers on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to which presentment for honor shall not have occurred at the time of an acceleration Commitment Termination Date (except pursuant to a clause whereby the preceding paragraph, Issuing Bank is entitled to terminate the Borrower Letter of Credit on an annual basis by giving prior written notice to the beneficiary thereof in accordance with the written terms of such Letter of Credit); (ii) each Letter of Credit shall at such time deposit be in a cash collateral account opened stated amount of at least $25,000; and (iii) the Borrowers may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Revolving Credit Lenders would exceed the Aggregate Revolving Commitments then in effect, or (c) the outstanding Revolving Credit Exposure would exceed the Borrowing Base. Upon the issuance of each Letter of Credit each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Credit Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect (a) (i) Issuance. Subject to all the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the relevant L/C Issuer may reasonably require, the applicable L/C Issuer shall from time to time upon request by the Borrower issue, and the Lenders shall participate in, letters of credit (the “Letters of Credit”) for the account of the Borrower; provided, however, that (A) the aggregate amount of Letter of Credit with respect to which presentment for honor Obligations shall not have occurred at any time exceed the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters Letter of Credit Sublimit, (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, B) the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars sum of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by Obligations outstanding plus the Administrative Agent on aggregate amount of Loans outstanding shall not exceed the day of acceleration; provided furtherAggregate Commitment, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b(C) with respect to any such Alternative Currency each individual Lender, the Lender’s outstanding Revolving Loans plus its Commitment Percentage of Swing Line Loans plus its Commitment Percentage of outstanding Letter of Credit is less than one hundred Obligations shall not exceed such Lender’s Revolving Loan Commitment and three percent (103%D) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant Letter of Credit Obligations in respect of Letters of Credit issued by any L/C Issuer shall not at any time exceed such LC Issuer’s L/C Issuer Limit. Each request by the Borrower for the issuance of a Letter of Credit shall be deemed to this Section 12.2(b) be a representation by the Borrower that the Credit Extension with respect to such Alternative Currency requested Letter of Credit complies with the conditions set forth in the proviso to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency preceding sentence. Each Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by a standby letter of credit issued to support the Administrative Agent to obligations (including pension or insurance obligations), contingent or otherwise, of the payment Borrower or any of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters its Subsidiaries. Each Letter of Credit shall have expired or been fully drawn upona stated term not later than 10 Business Days prior to the Maturity Date unless otherwise agreed by the applicable L/C Issuer, if any, and the participations of the Lenders as set forth in Section 2.9(e) shall be applied to repay in any event terminate on the other Obligations on a pro rata basisMaturity Date. After all such Letters Each Letter of Credit shall have expired or been fully drawn upon, comply with the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerrelated LOC Documents.

Letters of Credit. With respect (a) During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Revolving Lenders pursuant to all subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit with respect for the account of the Borrower or any Subsidiary Loan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower in the request for such Letter of Credit) on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to which presentment for honor the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Revolving Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) the Borrower shall not request, and no Issuing Bank shall have occurred an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of an acceleration pursuant to such funding, is the preceding paragraph, the Borrower shall at such time deposit subject of any Sanctions or (BB) in any manner that would result in a cash collateral account opened violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by the Administrative Agent applicable Issuing Bank, as an Issuing Bank hereunder, for the account of the Borrower. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lendxx’x Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandparticipation. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.66

Letters of Credit. With (a) Upon the terms and subject to the conditions herein set forth, the Borrowers may request any Issuing Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and subject to the terms and conditions contained herein, such Issuing Bank shall issue, for the account of the relevant Borrower one or more Letters of Credit; provided, that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed $35,000,000, (ii) the aggregate Credit Extensions would exceed the limitations set forth in Sections 2.1(a)(i) or (a)(ii), or (iii) the Credit Extensions of the Tranche A Lenders would exceed the limitations set forth in Section 2.1(a); and provided, further, that no Letter of Credit shall be issued if such Issuing Bank shall have received notice from the Administrative Agent or the Required Lenders that the conditions to such issuance have not been met; provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit, or any applicable law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Bank applicable to letters of credit generally, or (C) any Tranche A Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Tranche A Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor issued on the prior Business Day by such Issuing Bank; provided that (A) until the Administrative Agent advises any such Issuing Bank that Excess Availability is less than $80,000,000, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened be agreed by the Administrative Agent an amount equal and such Issuing Bank, such Issuing Bank shall be required to so notify the aggregate then undrawn and unexpired amount Administrative Agent in writing only once each week of such the Letters of Credit (which issued by such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of CreditIssuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, the amount required such notice to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) furnished on such day of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit week as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any and such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank may agree.

Letters of Credit. With respect Subject to all the terms and conditions of this Agreement, the Administrative Agent agrees to issue one or more standby Letters of Credit with respect for the account of the Borrower from time to which presentment for honor time from the date hereof to and including the Termination Date; PROVIDED, HOWEVER, that the outstanding Letter of Credit Liabilities shall not have occurred at any time exceed, and the time Administrative Agent shall not be obligated to issue any Letter of Credit which would cause the outstanding Letter of Credit Liabilities to exceed, an acceleration pursuant amount equal to (a) the preceding paragraphleast of (1) $25,000,000, (2) the aggregate amount of the Commitments or (3) the Borrowing Base, minus (b) the outstanding Advances. Each Letter of Credit may be issued for the account of or used by the Borrower or any Subsidiary, but the Borrower shall at such time deposit have full liability for each Letter of Credit. Each Letter of Credit shall have an expiration date that does not extend beyond the Termination Date (which shall be deemed to exclude clause (b) of the definition thereof unless Acceptable Collateral has been delivered to the Administrative Agent by June 6, 1997), shall be payable in Dollars, shall have a cash collateral account opened minimum face amount of $50,000, must support a transaction that is entered into in the ordinary course of the Borrower's or its Subsidiaries' business, must support a transaction or purpose approved by the Administrative Agent an amount equal in the exercise of its reasonable business judgment, must be reasonably satisfactory in form and substance to the aggregate then undrawn Administrative Agent, and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect issued pursuant to any Alternative Currency Letter of Creditsuch documents and instruments (including, without limitation, the amount required to be deposited pursuant to this Section 12.2(bAdministrative Agent's standard application for issuance of standby letters of credit, as the case may be, as then in effect [each an "L/C APPLICATION"]) shall be equal to one hundred and five percent as the Administrative Agent may require (105%) collectively, the "L/C DOCUMENTS"). A copy of the equivalent amount form of L/C Application which is in Dollars effect as of the aggregate then undrawn and unexpired amount date hereof for standby letters of such Alternative Currency Letter credit is attached hereto as Exhibit "K". However, the form of Credit as determined L/C Application may be changed by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant from time to this Section 12.2(b) with respect time without notice to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by or the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerLenders.

Letters of Credit. With respect Issuing Bank, at its reasonable discretion, may issue for the account of Borrower standby letters of credit in form and content satisfactory to Issuing Bank, at its sole discretion, with a term not to exceed the earlier to occur of (a) twelve (12) months, or (b) the last day of the Contract Period. Notwithstanding the foregoing, at no time shall the (i) aggregate face amount of all Letters outstanding letters of credit issued under the Line exceed the Letter of Credit Sublimit; and (ii) principal balance of the Line, plus the aggregate face amount of all outstanding letters of credit issued under the Line, exceed the lesser of the (A) Borrowing Base Amount or (B) Maximum Line Amount. In addition, no letter of credit issued under this Agreement shall have any "evergreen" or other automatic renewal provisions. Borrower will execute a letter of credit application and letter of credit agreement, and such other documents as may be required by Issuing Bank in connection with respect the issuance of letters of credit hereunder. The outstanding face amount of all letters of credit issued by Issuing Bank pursuant hereto will reduce Borrower's ability to which presentment borrow under the Line as if such face amount were a Line Advance. In the event that any Lender pays any sums due pursuant to such letters of credit for honor any reason, such payment shall not have occurred at be deemed to be a Line Advance under the time of an acceleration Line repayable by Borrower pursuant to the preceding paragraphterms hereof. In the event that the Line is terminated for any reason or demand is made thereunder, the Borrower shall at such time will deposit in a cash collateral account opened by the Administrative with Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent face amount in Dollars of all letters of credit then outstanding which have been issued hereunder, plus all fees related thereto or to accrue thereunder. Such funds will be held by Agent as cash collateral to secure the Lender Indebtedness. Borrower hereby assume all risks of the aggregate then undrawn acts or omissions of Agent and unexpired amount any beneficiary of any letter of credit issued by Issuing Bank, Lenders and Agent. Without limiting the generality of the foregoing, Borrower hereby indemnifies and holds harmless Issuing Bank, Lenders and Agent and any Affiliate, shareholder, officer, director, official, agent, employee and attorney of Agent and any of their respective heirs, executors, administrators, successors and assigns (collectively, for this paragraph, the "Indemnitees") from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever by reason of or in connection with the execution and delivery or transfer of, or payment or failure to pay under, any letter of credit issued by Issuing Bank, Lenders or Agent or any Indemnitee entering into any transaction described herein provided, however, Borrower shall not be required to indemnify any Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such Alternative Currency Letter Indemnitee. Immediately upon the issuance of Credit as determined any letter of credit, Issuing Bank is deemed to have granted to each Lender, and each Lender is deemed to have acquired from Issuing Bank, an undivided participating interest (without recourse to or warranty by the Administrative Agent on the day of acceleration; provided furtherIssuing Bank), that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) in accordance with respect to any each such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) Lender's respective Pro Rata Percentage of the equivalent amount Line, in Dollars all of the undrawn Issuing Bank's rights and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) liabilities with respect to such Alternative Currency Letter letter of Credit credit. Each Lender shall be directly and unconditionally obligated without deduction or setoff of any kind, to be at least equal Issuing Bank, according to one hundred and five percent (105%) such Lender's Pro Rata Percentage of the equivalent amount in Dollars Line, to reimburse Issuing Bank for draws honored or paid by Issuing Bank at any time (including, without limitation, following commencement of the aggregate then undrawn and unexpired amount any bankruptcy, reorganization, receivership or dissolution proceeding with respect to Borrower) under any such letter of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowercredit.

Letters of Credit. With respect 3.1.1 Subject to the terms and conditions hereof, each Issuing Lender that has separately agreed in its sole and absolute discretion with the Parent Borrower to issue letters of credit hereunder, in reliance on the agreements of the Revolving A Lenders set forth in Section 3.4.1, shall issue letters of credit (“Revolving A Letters of Credit”) for the account of the Parent Borrower or any Restricted Subsidiary (it being understood that the Parent Borrower shall be a co-applicant for any Revolving A Letter of Credit issued for the account of any Restricted Subsidiary that is not a Credit Party) on any Business Day from the Restatement Date to but not including the L/C Termination Date in such form as may be requested by the Parent Borrower (on its own behalf or on behalf of any Restricted Subsidiary) and approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall issue, amend, extend or renew any Revolving A Letter of Credit if, after giving effect to such issuance, amendment, extension or renewal, (i) the Dollar Equivalent of the aggregate stated amounts of all outstanding Revolving A Letters of Credit with respect to which presentment for honor shall not have occurred at would exceed the time Revolving A L/C Sublimit, (ii) the Dollar Equivalent of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount stated amounts of such all outstanding Revolving A Letters of Credit (which issued by such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, Issuing Lender would exceed the amount required such Issuing Lender has agreed to be deposited pursuant to this Section 12.2(bissue or (iii) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of Aggregate Revolving A Credit Exposure would exceed the aggregate then undrawn and unexpired amount of such Alternative Currency Aggregate Revolving A Commitment. Each Revolving A Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (may be denominated in Dollars) , Euros, Sterling or in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerany Revolving A Optional Currency.

Letters of Credit. With respect Upon the terms and subject to all the conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Borrowers made herein, the Agent agrees, as agent for and under the joint responsibilities of the Lenders, to cause FNB to issue to the extent permitted by law or the Uniform Customs Practices of the International Chamber of Commerce governing Letters of Credit with respect (Publication No. 500 or any successor thereto), Letters of Credit upon the application of the Borrowers during the period from the date hereof to which presentment the Maturity Date; provided that the aggregate principal amount of Letters of Credit outstanding for honor the account of the Borrowers at any time shall not have occurred (i) exceed $15,000,000 (not more than $10,000,000 of which shall be documentary Letters of Credit and not more than $5,000,000 of which shall be standby Letters of Credit), or (ii) cause the aggregate debit balance in the Loan Account at such time plus the aggregate face amount of Letters of Credit then outstanding to exceed the lesser of (y) the Maximum Amount or (z) the Borrowing Base; and provided, further that at the time the Borrowers request the issuance of an acceleration pursuant a Letter of Credit and after giving effect to the preceding paragraphissuance thereof, there has not occurred and is not continuing any Event of Default or Default. All Letters of Credit shall expire not later than the Maturity Date. Without limiting the foregoing, if any Letter of Credit would by its terms expire after the Maturity Date, the Borrower shall at such time deposit in a cash collateral account opened Borrowers shall, on the Maturity Date, cause another letter of credit issued by the Administrative Agent an amount equal another bank to be substituted therefor or cause another bank satisfactory to the aggregate then undrawn Agent to indemnify FNB, and unexpired amount the Agent for the benefit of the Lenders, to the Agent's satisfaction against any and all liabilities and obligations in respect to such Letter of Credit and, in such event, this Agreement shall continue in full force and effect until all of the Obligations under any such Letters of Credit (which such cash collateral have been paid in full to the Agent for the account of the Lenders and FNB. Amounts drawn under the Letters of Credit shall be deposited in Dollars); provided that with respect immediately paid by the Agent to any Alternative Currency Letter of CreditFNB and shall become immediately due and payable, jointly and severally, by the amount required Borrowers to be deposited pursuant the Agent and, if not so paid to this Section 12.2(b) the Agent, shall be equal added to one hundred and five percent (105%) the Loan Account as Revolving Loans as of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of date funds are advanced under such Alternative Currency Letter of Credit as determined by and shall be immediately due and payable upon the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) maturity of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Credit Notes. In order to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under evidence such Letters of Credit, each of the Borrowers shall enter into, with FNB or the Agent, such agreements and execute such instruments and documents as FNB or the unused portion thereof after all such Letters Agent customarily requires in like transactions, including, but not limited to, a letter of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.credit

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, the Borrower shall at such time deposit in a cash collateral Agent, on behalf of the Lenders, agrees to issue for the account opened by of the Administrative Agent an amount equal Borrowers during the period from and including the Effective Date to, but excluding, the date 30 days prior to the aggregate then undrawn and unexpired amount Termination Date one or more letters of such Letters of Credit credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, that in the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) event that the Agent’s ratings assigned by a Rating Agency are below a contractual threshold binding on the Borrowers or any Subsidiary, then a Lender meeting or exceeding such threshold may, upon the request of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Borrower, issue a Letter of Credit requested by a Borrower and such Lender shall be entitled to the various benefits of the Agent under this Agreement as determined by the Administrative Agent on the day issuer of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of each other Lender shall have the equivalent amount in Dollars of the undrawn and unexpired amount of obligations set forth herein to such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) Lender with respect to such Alternative Currency Letter of Credit. For the purposes of this Agreement, the Existing LC shall be deemed issued pursuant to the terms of this Agreement and shall be considered a Letter of Credit under this Agreement, Xxxxx Fargo Bank, National Association and KeyBank shall be entitled to be at least equal to one hundred and five percent (105%) the various benefits of the equivalent amount in Dollars Agent under this Agreement as issuer of an Existing LC and each Lender shall have the obligations set forth herein to Xxxxx Fargo Bank, National Association and KeyBank with respect to the Existing LC. The Borrowers acknowledge and agree that to the extent there shall be any extension of the aggregate then undrawn and unexpired amount Existing LC, the Borrowers shall utilize commercially reasonable efforts to arrange for the issuance of such Alternative Currency a new Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent pursuant to the payment of drafts drawn under such Letters of Credit, and terms hereof in replacement for the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerExisting LC.

Letters of Credit. With respect (a) Upon the terms and subject to all the conditions herein set forth, the Borrower may request the Issuing Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and subject to the terms and conditions contained herein, the Issuing Bank shall issue, for the account of the Borrower one or more Letters of Credit; provided that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, (ii) the aggregate Credit Extensions would exceed the Loan Cap, or (iii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Commitment Percentage of the outstanding amount of all Letter of Credit Outstandings, plus such Lender’s Commitment Percentage of the outstanding amount of all Swingline Loans would exceed such Lender’s Commitment; and provided, further, that no Letter of Credit shall be issued if (A) the Issuing Bank shall have received notice from the Administrative Agent or the Required Lenders that the conditions to such issuance have not been met or (B) there exists a Deteriorating and/or Delinquent Lender, unless (i) such Lender’s participation with respect to which presentment for honor shall not have occurred at the time such Letter of an acceleration Credit is reallocated pursuant to Section 8.12, or (ii) the preceding paragraph, Issuing Bank has otherwise entered into arrangements reasonably satisfactory to it and the Borrower shall at such time deposit in a cash collateral account opened by to eliminate the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that Issuing Bank’s risk with respect to the participation in such Letter of Credit of such Lender, which arrangements may include the Borrower cash collateralizing such Defaulting Lender’s participation with respect to such Letter of Credit in accordance with Section 8.12; and provided further that the Issuing Bank shall not be required to issue any Alternative Currency such Letter of Credit in its reasonable discretion if: (X) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the amount required to be deposited pursuant to this Section 12.2(bIssuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall be equal to one hundred and five percent (105%) prohibit, or request that the Issuing Bank refrain from, the issuance of the equivalent amount in Dollars letters of the aggregate then undrawn and unexpired amount of credit generally or such Alternative Currency Letter of Credit as determined by in particular or shall impose upon the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) Issuing Bank with respect to any such Alternative Currency Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is less than not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, or (Y) the issuance of such Letter of Credit would violate one hundred and three percent (103%) or more policies of the equivalent amount in Dollars Issuing Bank applicable to letters of credit generally. By submitting a request to the undrawn and unexpired amount Issuing Bank for the issuance of such Alternative Currency a Letter of Credit, the Borrower shall immediately upon demand be deemed to have requested that the Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing pursuant to a Letter of Credit Application by a an authorized officer of the Borrower and delivered to the Issuing Bank and the Administrative Agent deposit additional amounts via telefacsimile or other electronic method of transmission reasonably acceptable to the Issuing Bank not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the Issuing Bank may agree in Dollarsa particular instance in their sole discretion) prior to the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the cash collateral account sufficient to cause case of an amendment, renewal, or extension, identification of the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%so amended, renewed, or extended) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent necessary to the payment of drafts drawn under prepare, amend, renew, or extend such Letters Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the unused portion thereof after Administrative Agent or the Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that the Issuing Bank generally requests for Letters of Credit in similar circumstances. The Administrative Agent’s records of the content of any such request will be conclusive. The Borrower and the Credit Parties hereby acknowledge and agree that all such Existing Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such constitute Letters of Credit shall have expired or been fully drawn upon, under this Agreement on and after the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, Effective Date with the balance, same effect as if any, in such cash collateral account Existing Letters of Credit were issued by Issuing Bank at the request of the Borrower on the Effective Date. Each Letter of Credit shall be returned in form and substance reasonably acceptable to the BorrowerIssuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars.

Letters of Credit. With respect (a) The Letter of Credit Subfacility. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (the "Letters of Credit") for the account of any Multi-Currency Borrower (in the case of the Multi-Currency Issuing Bank) or the Canadian Subsidiary (in the case of the Canadian Issuing Bank) from time to time on any Business Day during the period from the Agreement Date until 60 days before the Maturity Date (i) in an aggregate Available Amount for all Letters of Credit with respect issued for the account of all Borrowers not to which presentment for honor shall not have occurred exceed at any time the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Appropriate Issuing Bank's Letter of Credit as determined by Commitment, minus the Administrative Agent on the day aggregate principal amount of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency all Letter of Credit is less than one hundred and three percent Advances to any Borrower then outstanding, (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollarsii) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency an Available Amount for each Letter of Credit issued for the account of a Multi-Currency Borrower not to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of exceed the aggregate then undrawn Unused Multi-Currency Commitments on such Business Day, and unexpired amount of (iii) in an Available Amount for each such Alternative Currency Letter of Credit as determined by issued for the Administrative Agent account of the Canadian Subsidiary not to exceed the aggregate Unused Canadian Facility Commitments on the date of such demandBusiness Day. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters No Letter of Credit shall have expired an expiration date (including all rights of a Borrower or been fully drawn uponthe beneficiary to require renewal) later than the earlier of 5 days before the Maturity Date and one year after the date of issuance thereof. Each Letter of Credit shall require that all draws thereon must be presented to the Issuing Bank by the expiration date therefor, if anyregardless of whether presented prior to such date to any correspondent bank or other institution. Within the limits of the Letter of Credit Subfacility, shall be applied and subject to repay the other Obligations on a pro rata basis. After all such limits referred to above, the Borrowers may request the issuance of Letters of Credit shall have expired or been fully drawn uponunder this Section 2.10(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the issuance of additional Letters of Credit under this Section 2.10(a). On the date of the initial Borrowing hereunder, each outstanding letter of credit issued under the Prior Credit Agreement and each letter of credit described on Schedule 2.10 hereof (collectively, the Reimbursement Obligation "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been satisfied issued hereunder, and all other Obligations shall have been paid in full, each such issuer of the balance, if any, in such cash collateral account Existing L/Cs shall be returned deemed to be an "Issuing Bank" hereunder for all purposes but solely with respect to, and until the Borrowertermination, expiration or replacement of, such Existing L/Cs.

Letters of Credit. With respect Bank agrees from time to time during the term of the Line of Credit to issue, under the Line of Credit, standby and commercial letters of credit for the account of Borrower to finance the importation of inventory and other corporate purposes (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of: (i) all outstanding standby Letters of Credit with respect to which presentment for honor shall not have occurred exceed, during each Increase Period, Four Million Dollars ($4,000,000.00); (ii) all outstanding commercial Letters of Credit shall not exceed, during each Increase Period, Four Million Dollars ($4,000,000.00); (iii) all outstanding standby Letters of Credit shall not exceed, at the time any other time, Eight Million Dollars ($8,000,000.00); and (iv) all outstanding commercial Letters of an acceleration pursuant to the preceding paragraphCredit shall not exceed, the Borrower at any other time, Eight Million Dollars ($8,000,000.00). In no event, however, shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such all outstanding Letters of Credit (which such cash collateral shall be deposited the "L/C Contingent Obligations"), when added to the outstanding principal balance of advances, exceed the Maximum Availability then in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency effect. Each Letter of Credit shall be issued for a term not to exceed 365 days, as determined designated by the Administrative Agent on the day of accelerationBorrower; provided furtherhowever, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency no Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn uponan expiration date more than 90 days beyond the maturity date of the Line of Credit. The amount of L/C Contingent Obligations shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit Agreement and related documents, if any, shall be applied to repay required by Bank in connection with the other Obligations on issuance thereof (each, a pro rata basis"Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). After all such Letters Each draft paid by Bank under a Letter of Credit shall have expired or been be deemed an advance under the Line of Credit (other than during each Out of Debt Period, as defined below) and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any draft is paid by Bank (including, without limitation, during each Out of Debt Period) then Borrower shall immediately pay, upon Bank's written demand, therefor to Bank the full amount of such draft, together with interest thereon from the date such amount is paid by Bank to the date such amount is fully drawn uponrepaid by Borrower, at the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, rate of interest applicable to advances under the balance, if anyLine of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such cash collateral account shall be returned to the Borrowerdraft.

Letters of Credit. With (a) Until the maturity or termination of the Revolving Loan Commitments, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section 2.15, may, in its sole discretion, issue, at the request of the Borrowers, Letters of Credit denominated in Dollars, Euros and Sterling for the account of the Borrowers on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Maturity Date of the Revolving Credit Facility; (ii) each Letter of Credit shall be in a stated amount of at least $50,000, or such lesser amount as shall be agreed by the Issuing Bank in its sole discretion; and (iii) the Borrowers may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate Letter of Credit Obligations would exceed the aggregate Letter of Credit Commitment or (B) the aggregate outstanding Revolving Loans of all Lenders would exceed the Revolving Loan Facility. Each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s pro rata share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Agreement Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issuance of a Letter of Credit shall not have occurred at be deemed to utilize the time Revolving Loan Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. (i) With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to Section 11.2(a), (ii) in the preceding paragraphevent of a repayment under Section 2.4(b) and (iii) in the event there is any Fronting Exposure (after giving effect to Section 4.11(a)(iv) and any cash collateral provided by any Defaulting Lender), require the relevant Borrower shall at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent (the “Cash Collateral Account”) an amount equal to the Dollar Equivalent of the aggregate then undrawn and unexpired amount of such Letters of Credit (which or in the amount required under Section 2.4(b) or such cash collateral Fronting Exposure). In the case of any such Letter of Credit denominated in Euros, Sterling or any Optional Currency, the Dollar Equivalent of the amount deposited in respect of such Letter of Credit shall be calculated at the end of each calendar month in accordance with the last sentence of Section 3.2. In the event that the Dollar Equivalent of such amount at the time of any such calculation exceeds the amount deposited in Dollars); provided that such Cash Collateral Account with respect to any Alternative Currency such Letter of Credit, the amount required Parent Borrower agrees to promptly deposit or cause to be deposited pursuant to this Section 12.2(b) shall be into such Cash Collateral Account an amount equal to one hundred and five percent (105%) of such excess. If at any time the equivalent amount in Dollars of Administrative Agent reasonably determines that the aggregate then undrawn and unexpired total amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit cash collateral is less than one hundred the applicable Fronting Exposure and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditother obligations secured thereby, the relevant Borrower shall immediately upon will, promptly, and in any event within three Business Days after demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Agent, pay or provide to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of additional cash collateral in an amount sufficient to eliminate such demanddeficiency. Amounts held in such cash collateral account Cash Collateral Account shall be applied by the Administrative Agent to the payment of Swingline Loans, drafts drawn under such Letters of Credit, and the unused portion thereof thereof, if any, remaining after all such Letters of Credit shall have expired or been fully drawn upon, if any, upon shall be applied to repay the any other Obligations on a pro rata basisunpaid Secured Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the applicable Fronting Exposure shall have been eliminated, the Reimbursement Obligation Obligations shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such cash collateral account Cash Collateral Account shall be promptly returned to the relevant Borrower. If any Borrower is required to provide cash collateral pursuant to Section 2.4(b), such amount, to the extent not applied as aforesaid, shall be promptly returned to the relevant Borrower on demand, provided that after giving effect to such return (a) no repayment is required under Section 2.4(b)(i) or Section 2.4(b)(ii) and (b) no Default or Event of Default shall have occurred and be continuing at such time.

Letters of Credit. With respect During the Revolving Commitment Period, subject to all the terms and conditions hereof (including Section 2.02(m)), the Lenders shall issue Letters of Credit with in respect to of which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit is the applicant (or, so long as the Borrower is a joint and several co-applicant in a cash collateral account opened by respect thereof, any Subsidiary is the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars)applicant; provided that with respect to any Alternative Currency Letter of Creditthat, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Subsidiary, the Borrower shall have designated such Subsidiary to the Administrative Agent in writing as an applicant of Letters of Credit at least seven (7) Business Days prior to the delivery by the Borrower of the Issuance Notice with respect to the first Letter of Credit in respect of which such Subsidiary is the applicant, and any Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the delivery of such Issuance Notice as has been reasonably requested in writing at least six (6) Business Days prior to the delivery of such Issuance Notice) for the support of obligations of Holdings and/or its Subsidiaries in an aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be a standby letter of credit denominated in Dollars; (ii) the stated amount of each 42 Letter of Credit shall not be less than $500,000 or such lesser amount as is acceptable to the Administrative Agent; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit; (v) after giving effect to the issuance of any Collateralized Letter of Credit, in no event shall the Collateralized L/C Aggregate Collateral Amount be less than the Minimum Collateralized L/C Aggregate Collateral Amount; (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) five (5) days prior to the Commitment Termination Date (unless such Letter of Credit shall on the date of issuance have been Cash Collateralized in the Minimum Cash Collateral Amount which Letter of Credit, for the avoidance of doubt, shall not have an expiration date later than twelve (12) months (or, if required by the applicable Department, thirteen (13) months) after the Commitment Termination Date) and (B) the date which is one (1) year from the date of issuance of such Letter of Credit (or, if required by the applicable Department, thirteen (13) months from the date of issuance of such Letter of Credit); (vii) in no event shall any Letter of Credit be issued if such issuance would violate any Requirement of Law; (viii) in no event shall any Letter of Credit be issued if such Letter of Credit is less than one hundred otherwise unacceptable to the Administrative Agent in its reasonable discretion; and three percent (103%ix) each Letter of Credit shall be substantially in the form of the equivalent amount in Dollars Administrative Agent’s customary form; provided, further, that, without the prior consent of each Lender, no Letter of Credit may be issued that would vary the several and not joint nature of the obligations of the Lenders thereunder and, subject to Section 2.02(m), each Letter of Credit shall be issued by all of the Lenders having Revolving Commitments at the time of issuance as a single multi-bank letter of credit, but the obligation of each Lender thereunder shall be several and not joint, based upon its Pro Rata Share of the aggregate undrawn and unexpired amount of such Alternative Currency Letter of Credit (subject to Section 2.02(m)). Subject to the foregoing, the Administrative Agent may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Administrative Agent elects not to extend for any such additional period; provided, that the Administrative Agent shall not extend any such Letter of Credit if (i) it has received written notice from a Lender or the Borrower that an Event of Default has occurred and is continuing at least two (2) Business Days prior to the time the Administrative Agent must elect to allow such extension; provided, further, if a Letter of Credit will not be renewed, the Administrative Agent shall notify the Borrower and the beneficiary of such Letter of Credit of such non-renewal or (ii) such renewal would occur later than five (5) days prior to the Commitment Termination Date (unless such Letter of Credit shall on the date of renewal have been Cash Collateralized in the Minimum Cash Collateral Amount which Letter of Credit, for the Borrower avoidance of doubt, shall immediately upon demand not have an expiration date later than twelve (12) months (or, if required by the Administrative Agent deposit additional amounts applicable Department, thirteen (in Dollars13) in months) after the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerCommitment Termination Date).

Letters of Credit. With respect (a) (i) Upon the terms and subject to all the conditions hereof, each Issuing Lender agrees to issue Letters of Credit with respect payable in Dollars from time to which presentment for honor shall not have occurred at time after the time of an acceleration pursuant Closing Date and prior to the preceding paragraphearlier of the Tranche A Termination Date and the termination of the Tranche A Commitments, upon the request of the Borrower, provided that (A) the Borrower shall at such time deposit in a cash collateral account opened by not request that any Letter of Credit be issued if, after giving effect thereto, the Administrative Agent an amount equal to sum of the then current L/C Exposure plus the aggregate then undrawn and unexpired principal amount of the Tranche A Loans then outstanding would exceed the Total Tranche A Commitment, (B) in no event shall any Issuing Lender issue (x) any Letter of Credit having an expiration date later than five Business Days before the Tranche A Termination Date or (y) any Letter of Credit having an expiration date more than one year after its date of issuance, provided, further, that any Letter of Credit with a 365-day duration may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above), (C) the Borrower shall not request that an Issuing Lender issue any Letter of Credit if, after giving effect to such issuance, the L/C Exposure would exceed $35,000,000, and (D) no Issuing Lender shall be obligated to issue Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the if its L/C Exposure would exceed an amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined separately agreed upon by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any Borrower and such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandIssuing Lender. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Existing Letters of Credit shall have expired or been fully drawn upon, if any, listed on Schedule 2.24 hereto shall be applied deemed to repay be issued on the other Obligations on a pro rata basis. After all such Closing Date as Letters of Credit shall have expired or been fully drawn upon, under this Agreement. Letters of Credit will be issued under the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerTranche A Facility.

Letters of Credit. With (a) L/C Commitment. Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Lenders set forth in Section 2.20(e), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries or Affiliates on any Business Day during the period from the Availability Date to the Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing Bank; provided that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $10,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Commitments, or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders with respect to which presentment for honor the Commitment Termination Date shall not have occurred been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (A) be denominated in Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the time Issuing Bank) and (C) expire no later than the earlier of an acceleration pursuant (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the preceding paragraphCommitment Termination Date of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (at any time during the Commitment Period of such time deposit Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2 and Section 4.3), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a cash collateral account opened by Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount with a copy of each such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this in accordance with Section 12.2(b2.20(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerbelow.

Letters of Credit. With respect Subject to the terms and conditions of this Agreement, Xxxxxx hereby agrees to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”) from time to time up to and including the Maturity Date; provided however, that the aggregate of all undrawn amounts, and all amounts drawn and unreimbursed, under any Letters of Credit with respect to which presentment for honor issued shall not have occurred at any time exceed the time Letter of an acceleration pursuant Credit Sublimit. The form and substance of each Letter of Credit shall be subject to approval by Xxxxxx, in its sole discretion. Each Letter of Credit shall be subject to the preceding paragraphadditional terms of the Letter of Credit agreements, applications and any related documents required by Lender in connection with the issuance thereof (each, a “Letter of Credit Agreement”). Xxxxxxxx agrees to execute any further documentation in connection with the Letters of Credit as Xxxxxx may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Xxxxxx and opened for Xxxxxxxx’s account or by Xxxxxx’s interpretations of any Letter of Credit issued by Xxxxxx for Xxxxxxxx’s account, and Xxxxxxxx understands and agrees that Lender shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Xxxxxxxx’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto. If, on the Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall at such time deposit provide to Lender Cash Collateral in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars at least 100% of the aggregate then undrawn and unexpired dollar equivalent of the face amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired plus all interest, fees, and costs due or been fully drawn uponestimated by Lender to become due in connection therewith, if any, shall be applied to repay secure all of the other Obligations on a pro rata basis. After all relating to such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerCredit.

Letters of Credit. With respect Subject to all Letters the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit with respect Expiration Date, to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such issue standby Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (denominated in Dollars) in for the cash collateral account, and upon the request, of any Borrower (or jointly for the account sufficient of any Borrower and any of its Subsidiaries), and to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn honor drawings under such its Letters of Credit, and (ii) each Lender severally agrees to participate in Letters of Credit issued for the unused portion thereof account of any Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; provided that, immediately after all each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Line Cap and (iii) with respect to each individual Lender, the aggregate outstanding principal amount of such Lender’s Revolving Loans plus its participation interests in Protective Advance Exposure plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment. Each request by a Borrower or any of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.reimbursed. Table of Contents

Letters of Credit. With respect (a) As a subfacility under the Line of Credit, during the availability period, the Bank agrees from time to time to issue or cause an affiliate to issue standby letters of credit for the account of the Borrower (each a "Letter of Credit," and collectively "Letters of Credit"); provided however, that the aggregate drawn and undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Dollars ($1,000,000). The form and substance of each Letter of Credit shall be subject to approval by the Bank, in its sole discretion. Each Letter of Credit shall be issued for a term, as designated by the Borrower, not to exceed three hundred sixty-five (365) days; provided however, that no Letter of Credit shall have an expiration date more than one hundred eighty (180) days beyond the Expiration Date. The undrawn amount of all Letters of Credit with respect to which presentment for honor shall be reserved under the Line of Credit and such amount shall not have occurred be available for borrowings. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by the Bank in connection with the issuance of Letters of Credit. At the option of the Bank, any drawing paid under a Letter of Credit may be deemed an advance under the Line of Credit and shall be repaid by the Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time of an acceleration pursuant to the preceding paragraphany drawing is paid, then the Borrower shall immediately pay to the Bank the full amount drawn, together with interest from the date such drawing is paid to the date such amount is fully repaid by the Borrower, at the rate of interest applicable to advances under the Line of Credit. In such time event the Borrower agrees that the Bank, in its sole discretion, may debit any account maintained by the Borrower with the Bank for the amount of any such drawing. The Borrower agrees to deposit in a cash collateral account opened by with the Administrative Agent Bank an amount equal to the aggregate then outstanding undrawn and unexpired face amount of such Letters all letters of Credit (credit which remain outstanding on the Expiration Date. The Borrower grants a security interest in such cash collateral shall be deposited in Dollars); provided that with respect account to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandBank. Amounts held in such cash collateral account shall be applied by the Administrative Agent Bank to the payment of drafts drawn under such Letters letters of Credit, credit and to the unused portion thereof after all such Letters obligations and liabilities of Credit shall have expired or been fully drawn upon, if any, shall be applied the Borrower to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if anyBank, in such cash collateral account shall be returned to order of application as the BorrowerBank may in its sole discretion elect.

Letters of Credit. With respect (i) Subject to all the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.4, (1) from time to time on any Business Day during the period from the Amendment and Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit (including IRB L/Cs) denominated in Dollars or, with the consent of the applicable Issuing Lender, in one or more Alternative Currencies for the account of Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with paragraph (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any Credit Extension with respect to which presentment for honor any Letter of Credit, (x) the Total Utilization of Revolving Commitments shall not have occurred at exceed the time Revolving Commitments then in effect, (y) the Revolving Exposure (as determined in accordance with clause (ii) of the definition thereof) of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment then in effect, and (z) the Outstanding Amount of the L/C Obligations shall not exceed $600,000,000 (or such greater amount agreed to by the Issuing Banks); provided, further, that in no event shall any Issuing Bank be required to issue Letters of Credit in an acceleration pursuant aggregate outstanding amount exceeding such Issuing Bank’s Letter of Credit Commitment. Each request by Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Company that the Credit Extension so requested complies with the conditions set forth in the proviso to the preceding paragraphsentence. Within the foregoing limits, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal and subject to the aggregate then undrawn terms and unexpired amount conditions hereof, Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly 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. This Agreement shall be the “Reimbursement Agreement” referred to in the IRB L/Cs. All Existing Letters of Credit shall remain outstanding as Letters of Credit under this Agreement or, in the case of Existing Letters of Credit issued by new Issuing Banks, be deemed issued hereunder, in each case until such Letters of Credit expire or terminate in accordance with their terms. (which such cash collateral ii) No Issuing Bank shall be deposited in Dollars); provided that with respect to issue any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.if: -74- 105376510

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant (a) Subject to the preceding paragraphterms and conditions hereof, at any time and from time to time from the Closing Date through the Revolver Maturity Date, the Borrower Issuing Lender shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of issue such Letters of Credit (which such cash collateral shall be deposited in Dollars)under the Revolving Commitment as Borrower may request by a Request for Letter of Credit; provided that with respect giving effect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under all such Letters of Credit, (i) the Outstanding Obligations do not exceed the aggregate then applicable Commitments, (ii) the Outstanding Obligations under the Revolving Commitment do not exceed the aggregate then effective Revolving Commitment, (iii) the Outstanding Obligations owed to each Lender under the Revolving Commitment do not exceed that Lender's Pro Rata Share of the Revolving Commitment, and (iv) the unused portion thereof after Aggregate Effective Amount under all such outstanding Letters of Credit does not exceed $10,000,000. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the term of any Letter of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such not exceed one year (except Letters of Credit shall have expired with renewal or been fully drawn uponextension provisions, so long as such provisions permit the Reimbursement Obligation shall have been satisfied Issuing Lender to decline to renew or extend such Letter of Credit in its discretion on each anniversary of the issuance thereof, and all other Obligations shall have been paid in fullare otherwise on terms acceptable to the Administrative Agent) or extend beyond the Revolver Maturity Date. Until notice of the revocation of the Authorization is received from the Borrower by the Administrative Agent, any Loan may be requested on behalf of the balanceBorrower by Station Management, if any, in such cash collateral account which shall be returned deemed to have the authority (conveyed by the Borrower) to request Loans thereunder and to make each of the representations and warranties described therein on behalf of the Borrower.

Letters of Credit. With respect Relying on the representations and warranties set forth in this Agreement, and subject to all such terms and conditions as the Bank may from time to time require (including without limitation, the execution and delivery by the Borrower of the Bank's standard form of the letter of credit application in such form as shall be acceptable to the Bank), the Bank agrees to issue letters of credit (in such form as shall be acceptable to the Bank) for the account of Borrower and for the benefit of customers or suppliers of Borrower in an aggregate face or stated amount at any time outstanding not exceeding the Borrowing Availability; provided, however, that the aggregate face or stated amount of Letters of Credit with respect at any time outstanding (less any draws under the Letters of Credit which have been reimbursed by the Borrower), plus the aggregate principal amount of all Loans made or extended pursuant to which presentment for honor this Agreement at any time outstanding shall not have occurred at exceed the time of an acceleration pursuant to Borrowing Availability. On the preceding paragraphdate when the Loans shall be due and payable (by demand or otherwise), the Borrowing Availability shall be automatically reduced to zero, provided, however, that Bank shall have the right, in its sole discretion, to require collateral and related documentation from Borrower shall at such time deposit in a to secure the aggregate face or stated amount of the then outstanding Letters of Credit, which collateral and related documentation may take the form of either i) cash collateral account opened equal the aggregate face or stated amount of the then outstanding Letters of Credit; or, ii) upon mutual agreement of Bank and Borrower, either y) a new loan, adequately secured as determined by Bank, in Bank's sole discretion, or z) the Administrative Agent Line of Credit Loan may be permitted to continue, with the same collateral, with the Borrowing Availability limited to an amount equal to the aggregate then undrawn and unexpired face or stated amount of Letters of Credit at that time outstanding (less any draws under the Letters of Credit which have been reimbursed by the Borrower) to be utilized by the Bank for any draws under such Letters of Credit (which for so long as and to the extent such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter Letters of Credit as determined by remaining outstanding. In the Administrative Agent on event the day of acceleration; provided further, that if at anytime Bank elects to continue the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter Line of Credit is less than one hundred and three percent (103%) of Loan to secure the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter outstanding Letters of Credit, the Borrower shall immediately upon demand not be permitted to obtain or receive any additional advances under this Agreement except only to the extent advances are made by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn Bank for any draws under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, in addition to the Revolving Loans, the Revolving Loan Commitments may be utilized upon the request of Borrower shall at such time deposit in a cash collateral account opened by and subject to the Administrative Agent an amount equal to Agent's approval of each application therefor, for the aggregate then undrawn and unexpired amount of such Letters of Credit issuance (which such cash collateral shall be deposited in Dollars); provided that or, with respect to any Alternative Currency previously issued Letter of Credit, the amount required extension of the expiration thereof) by the Issuing Bank (or, if more than one Lender agrees to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%an Issuing Bank, the Issuing Bank designated by Borrower) of the equivalent letters of credit (each a "Letter of Credit") to a maximum amount in Dollars outstanding at any time of $15,000,000; provided, however, that, after giving effect to any issuance or extension of a Letter of Credit, the aggregate then undrawn and unexpired principal amount of such Alternative Currency all outstanding Revolving Loans and Letters of Credit shall not exceed the Maximum Revolving Loan Balance. LaSalle agrees to be an Issuing Bank and any other Lender may hereto agree to become an Issuing Bank by written notice to the Administrative Agent. Each Lender severally and not jointly agrees to purchase participations from the Issuing Bank in letters of credit issued by the Issuing Bank in an aggregate amount not to exceed at any time outstanding the amount set forth opposite the Lender's name in Schedule I under the heading "Letter of Credit Commitment" (such amount as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited same may be reduced from time to time pursuant to this subsection 2.7(b) hereof or as a result of one or more assignments pursuant to Section 12.2(b) with respect to any such Alternative Currency 10.8, the Lender's "Letter of Credit is less than one hundred and three percent (103%) of Commitment"). In determining the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency outstanding Letters of Credit, the maximum amount then undrawn under each Letter of Credit plus any drawings which have not been reimbursed to the Issuing Bank will be considered outstanding. Each Letter of Credit shall expire not later than the Termination Date in effect at the time of issuance or extension. For each requested Letter of Credit, the Borrower shall immediately upon demand by give the Administrative Agent deposit additional amounts and the Issuing Bank not less than five (in Dollars5) Business Days' prior written notice by delivery to the Administrative Agent and the Issuing Bank of a duly completed and executed application for such Letter of Credit in the cash collateral account sufficient form attached hereto as Exhibit G (each, a "Standby Letter of Credit Agreement"), which the Administrative Agent or the Issuing Bank may accept or reject in their sole discretion. The Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to cause reimburse the aggregate Issuing Bank and the Administrative Agent for any amounts paid by the Issuing Bank or Administrative Agent under any Letter of Credit. The Borrower hereby authorizes and directs the Lenders, at the Administrative Agent's option, to make a Revolving Loan in the amount of cash collateral deposited pursuant to this Section 12.2(b) any payment made by the Issuing Bank with respect to such Alternative Currency any Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandCredit. Amounts held in such cash collateral account shall be applied All amounts paid by the Administrative Agent to the payment Issuing Bank with respect to any Letter of drafts drawn Credit that are not immediately repaid by Borrower with the proceeds of a Revolving Loan or otherwise shall bear interest at the interest rate then applicable to Revolving Loans, calculated using the interest rate then in effect. Each Lender agrees to fund its pro rata share of any Revolving Loan made pursuant to this subsection 2.1(b) and, if no such Revolving Loans are made, each Lender agrees to purchase, and shall be deemed to have purchased, a participation in all of the reimbursement obligation and other rights with respect to such Letter of Credit in an amount equal to its ratable share of such Letter of Credit based upon the Letter of Credit Commitments then in effect and each Lender agrees to pay to the Administrative Agent or the Issuing Bank, as applicable, such share of any payments made by the Administrative Agent or the Issuing Bank, as applicable, under such Letters Letter of Credit notwithstanding any challenge by the Borrower to its obligation to reimburse any payments under such Letter of Credit; provided, however, that each Lender shall be relieved of its obligations in this sentence, if, and only if, and only to the unused portion thereof after all extent a court of competent jurisdiction has declared in a final, non-appealable judgment that Borrower is relieved of its obligation to repay such Letters Revolving Loan or to reimburse the Issuing Bank for payments made under the applicable Letter of Credit because of the Issuing Bank's gross negligence or willful misconduct. The obligations of each Lender under the preceding two (2) sentences shall have expired be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or been fully drawn uponcontinuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 4.2 hereof. If any Lender fails to make available to the Administrative Agent or the Issuing Bank, if anyas applicable, the amount of such Lender's share of any payments made by the Administrative Agent or the Issuing Bank, as applicable, in respect of any Letter of Credit as provided in this subsection 2. l(b), the Administrative Agent or the Issuing Bank, as applicable, shall be applied entitled to repay recover such amount on demand from such Lender together with interest thereon at the other Obligations Federal Funds Rate for the period in question. The parties hereto acknowledge and agree that on September 25, 1997, LaSalle National Bank issued a pro rata basis. After all such Letters letter of credit to Borrower in the amount of $5,000,000.00 subject to customary terms and conditions (the "LaSalle L/C") and that, notwithstanding anything to the contrary in this Agreement, on and as of the date this Agreement becomes effective pursuant to the provisions of Section 4.3 hereof, the LaSalle L/C shall become subject to this Agreement and be deemed to be a Letter of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned issued by LaSalle National Bank as Issuing Bank hereunder subject to the Borrower.terms and conditions described in the form of Letter of Credit application attached hereto as Exhibit G.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, the Borrower shall at such time deposit in a cash collateral Agent, on behalf of the Lenders, agrees to issue for the account opened by of the Administrative Agent an amount equal Borrowers during the period from and including the Effective Date to, but excluding, the date 30 days prior to the aggregate then undrawn and unexpired amount Termination Date one or more letters of such Letters of Credit credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, that in the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) event that the Agent’s ratings assigned by a Rating Agency are below a contractual threshold binding on the Borrowers or any Subsidiary, then a Lender meeting or exceeding such threshold may, upon the request of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Borrower, issue a Letter of Credit requested by a Borrower and such Lender shall be entitled to the various benefits of the Agent under this Agreement as determined by the Administrative Agent on the day issuer of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of each other Lender shall have the equivalent amount in Dollars of the undrawn and unexpired amount of obligations set forth herein to such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) Lender with respect to such Alternative Currency Letter of Credit. For the purposes of this Agreement, the Existing LC shall be deemed issued pursuant to the terms of this Agreement and shall be considered a Letter of Credit under this Agreement, KeyBank shall be entitled to be at least equal to one hundred and five percent (105%) the various benefits of the equivalent amount in Dollars Agent under this Agreement as issuer of the aggregate then undrawn Existing LC and unexpired amount each Lender shall have the obligations set forth herein to KeyBank with respect to the Existing LC. The Borrowers acknowledge and agree that to the extent there shall be any extension of such Alternative Currency the Existing LC, the Borrowers shall utilize commercially reasonable efforts to arrange for the issuance of a new Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent pursuant to the payment of drafts drawn under such Letters of Credit, and terms hereof in replacement for the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerExisting LC.

Letters of Credit. With respect (a) Subject to the terms and conditions set forth in this Agreement, on and after the Closing Date until (but excluding) the Availability Expiration Date, the Agent, upon the request of the Borrower, shall use its best efforts to cause a bank or financial institution acceptable to the Agent and the Borrower to issue Letters of Credit for the account or benefit of the Borrower or any of its Affiliates. Each Letter of Credit shall be requested in accordance with the Borrower's or such Affiliate's ordinary business requirements in the operation and development of Facilities to support equity commitments or obligations of such Person under power purchase or other material project agreements, each with (i) a tenor and containing terms acceptable to the Borrower, the Agent and the issuer of such Letter of Credit and (ii) in the case of a Letter of Credit issued for the account or benefit of an Affiliate that is not wholly owned by the Borrower, a purpose and benefit to the Borrower reasonably acceptable to the Lender. The Agent shall not be required to use its best efforts to cause, and the Borrower shall not request, the issuance of any Letter of Credit if (i) after giving effect thereto, the maximum aggregate amount of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall and Revolving Credit Loans outstanding at such time deposit in a cash collateral account opened would exceed the lesser of (A) the Maximum Amount of the Facility and (B) 87% of the Projected Adjusted Consolidated Unrestricted Cash Flow at such time projected to be received by the Administrative Agent an amount Borrower for the period commencing on the Availability Expiration Date until the Term Loan Maturity Date and discounted at a discount rate equal from time to time to the aggregate then undrawn and unexpired amount current applicable interest rate under Section 4.1; or (ii) a default of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect any Lender's obligations to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to fund under this Section 12.2(b) shall be equal to one hundred and five percent (105%) of 2.11 exists, or any Lender is a Defaulting Lender, unless the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) has entered into satisfactory arrangements with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by to eliminate the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) Agent's risk with respect to such Alternative Currency Letter Lender, including cash collateralization of Credit to be at least equal to one hundred and five percent (105%) such Lender's Proportionate Share of the equivalent amount Obligations in Dollars respect of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect to all Letters In the event that, on or after the CAM Exchange Date, the aggregate amount of Credit with respect to which presentment for honor the Designated Obligations shall change as a result of the making of a US Borrower L/C Disbursement by the Issuing Lender that is not have occurred at reimbursed by the time US Borrower, then (i) each US Borrower L/C Participant shall pay its US Borrower Revolving Percentage of an acceleration pursuant such unreimbursed US Borrower L/C Disbursement to the preceding paragraphAdministrative Agent, the Borrower shall at such time deposit in a cash collateral account opened by accordance with Section 3.4, and the Administrative Agent will promptly pay to the Issuing Lender the amounts so received by it from the US Borrower L/C Participants, (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such US Borrower L/C Disbursement and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an amount interest equal to such Lender’s CAM Percentages (as so redetermined) in the aggregate then undrawn Designated Obligations in each Class of Loans and unexpired amount each other category of Designated Obligations, and (iii) in the event distributions shall have been made in accordance with Section 10.1(b), the Lenders shall make such Letters of Credit (which such cash collateral payments to one another as shall be deposited necessary in Dollars); provided order that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) amounts received by the Lenders shall be equal to one hundred and five percent (105%) the amounts they would have received had each US Borrower L/C Disbursement been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the equivalent Lenders and their successors and assigns and shall be conclusive, absent manifest error. In the event that any US Borrower L/C Participant shall default in its obligation to pay over any amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by to the Administrative Agent on the day in respect of acceleration; any US Borrower L/C Disbursement as provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to in this Section 12.2(b) with respect to any 10.2, 107 the Issuing Lender shall have a claim against such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent Lender to the payment of drafts drawn same extent as if such Lender had defaulted on its obligations under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSection 3.4.

Letters of Credit. With respect (a) Subject to all the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit with respect to which presentment for honor shall not have occurred at its own account or the time account of an acceleration pursuant to the preceding paragraphany other Person, the Borrower shall at such time deposit in a cash collateral account opened by form reasonably acceptable to the Administrative Agent an amount equal to and the aggregate then undrawn and unexpired amount of Issuing Bank issuing such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, at any time and from time to time prior to the amount required to be deposited pursuant to this Section 12.2(b) Revolving Commitment Termination Date; provided that no Issuing Bank shall be equal obligated to one hundred issue any Letter of Credit (i) that would result in the aggregate undrawn or drawn and five percent unreimbursed amount of Letters of Credit outstanding issued by all Issuing Banks to exceed the LC Issuance Limit or (105%ii) at any time a Lender is a Defaulting Lender, unless, in the case of this clause (ii), (A) such Defaulting Lender’s Applicable Percentage of such Issuing Bank’s percentage of the equivalent amount LC Exposure has been reallocated to the other Lenders as provided in Dollars Section 2.23(c) and/or (B) such Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole and reasonable discretion) with the aggregate then undrawn and unexpired amount of Borrower or such Alternative Currency Lender to eliminate such Issuing Bank’s Fronting Exposure with respect to such Letter of Credit as determined provided in Section 2.05(k); provided further that no Issuing Bank shall be obligated to issue any Letter of Credit that would result in the aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by such Issuing Bank to exceed the “Maximum LC Issuance Amount” for such Issuing Bank set forth opposite such Issuing Bank’s name on Annex II attached hereto (as may be amended from time to time by the Administrative Agent on Agent, the day Borrower and each Issuing Bank affected thereby). In the event of acceleration; provided further(i) any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, that if at anytime or entered into by the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect Borrower with, any Issuing Bank relating to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, or (ii) any terms and conditions supplemental to the Borrower terms and conditions of this Agreement contained in any such form of letter of credit application or such other agreement, in each case, the terms and conditions of this Agreement shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to control and such Alternative Currency Letter of Credit to be at least equal to one hundred supplemental terms and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account conditions shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerignored.

Letters of Credit. With respect The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit for Parent Borrower's account, or to cause the issuance of letters of credit for Parent Borrower's account by a bank or other legally authorized Person selected by or acceptable to the Issuing Bank in its discretion and reasonably acceptable to the Administrative Agent (each, an "L/C Issuer"), such letters of credit to be guaranteed by the Issuing Bank; PROVIDED, HOWEVER, that, if the L/C Issuer is a Lender, then the Issuing Bank shall not guarantee letters of credit issued by such an L/C Issuer, but rather each Lender shall purchase (or be deemed to have purchased) risk participations in all such letters of credit issued by such an L/C Issuer with the written consent of the Issuing Bank (such letters of credit, whether issued by the Issuing Bank or issued by an L/C Issuer and guaranteed by the Issuing Bank, or issued by an L/C Issuer which is a Lender and in which each Lender shall have purchased or be deemed to have purchased risk participations, the "LETTERS OF CREDIT") from time to time on any Business Day during the period from the Effective Date until 60 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit with respect not to which presentment for honor shall not have occurred exceed at any time the time Issuing Bank's Letter of an acceleration pursuant to the preceding paragraph, the Borrower shall Credit Commitment at such time deposit and (ii) in a cash collateral account opened by an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Unused Working Capital Commitments of the Lenders at such time and (y) the Loan Value of the applicable Eligible Collateral at such time; PROVIDED, FURTHER, that upon request of the Parent Borrower, the Issuing Bank may, in its and the Administrative Agent an amount equal Agent's sole discretion, issue or cause to the aggregate then undrawn and unexpired amount of such be issued, Letters of Credit for Parent Borrower's account denominated in currencies other than United States dollars and otherwise on the terms and conditions set forth herein. No Letter of Credit shall have an expiration date (which such cash collateral shall be deposited including all rights of the Parent Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in Dollars); provided that with respect to any Alternative Currency the case of Standby Letters of Credit, one year after the date of issuance thereof and (B) in the case of a Trade Letter of Credit, 60 days after the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) date of issuance thereof. Within the limits of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by Facility, and subject to the Administrative Agent on limits referred to above, the day Parent Borrower may request the issuance of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to Letters of Credit under this Section 12.2(b) with respect to 2.01(b), repay any such Alternative Currency Letter of Credit is less than one hundred Advances resulting from drawings thereunder pursuant to Section 2.03(c) and three percent (103%) request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, no Letter of Credit shall be issued if the sum of the equivalent amount in Dollars Available Amount of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be issued plus the aggregate principal amount of the Advances outstanding at least equal such time plus the aggregate Available Amount of all Letters of Credit outstanding at such time would exceed the maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to one hundred and five percent be incurred under clause (105%i) of the equivalent amount in Dollars second paragraph of Section 4.03 of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSenior Notes Indenture.

Letters of Credit. With (a) Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Borrowers may request the Issuing Bank to issue, and subject to the terms and conditions contained herein, the Issuing Bank shall issue, for the account of the Borrowers or a Subsidiary, one or more Letters of Credit denominated in Dollars; provided, however, that no Credit Extension in respect of a Letter of Credit shall be made if after giving effect to such Credit Extension (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) any of the conditions set forth in SECTIONS 2.01(a)(i), (ii) or (iii) would not be satisfied; provided, further, that no Letter of Credit shall be issued unless the Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met; provided further that any Letter of Credit issued for the benefit of any Subsidiary that is not a Borrower or a Guarantor shall be issued naming the Borrowers as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Subsidiary; provided further that the Issuing Bank shall not be required to make any Credit Extension in respect of any Letter of Credit, if, in its reasonable discretion: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, (C) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars; or (D) any Lender is at that time a Defaulting Lender or a Deteriorating Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its reasonable discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to SECTION 2.24(a)(iv)) with respect to the Defaulting Lender and/or Deteriorating Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Obligation in respect of Letters of Credit as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its reasonable discretion. The Issuing Bank shall not be under any obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The Issuing Bank (unless the Issuing Bank is Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor shall not have occurred at issued on the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened prior Business Day by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank.

Letters of Credit. With respect (a) Subject to all the terms and conditions hereof, the Issuing Lender agrees to issue Letters of Credit with respect hereunder from time to which presentment for honor time before the tenth day before the Termination Date upon the request of the Borrower; PROVIDED that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the Letter of Credit Liabilities shall not have occurred at exceed the time Letter of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to Credit Commitment and (ii) the aggregate then undrawn and unexpired amount of such Letters the Letter of Credit (which such cash collateral Liabilities plus the aggregate outstanding principal amount of all Committed Loans, Money Market Loans and Swing Line Loans shall be deposited in Dollars); provided that with respect to any Alternative Currency not exceed the aggregate Commitments. Upon the date of issuance of a Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) Issuing Lender shall be equal deemed, without further action by any party hereto, to one hundred have sold to each Lender, and five percent (105%) of each Lender shall be deemed, without further action by any party hereto, to have purchased from the equivalent amount Issuing Lender, a participation in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by and the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency related Letter of Credit is less than one hundred and three percent (103%) Liabilities in the proportion their respective Commitments bear to the aggregate Commitments. As of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditdate hereof, the Borrower shall immediately upon demand by has requested that the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter Existing Promus Letters of Credit to be at least equal to one hundred and five percent (105%) deemed issued hereunder effective as of the equivalent amount in Dollars of Effective Date. On the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by Effective Date, the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Existing Promus Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such deemed issued hereunder as Letters of Credit shall have expired or been fully drawn uponhereunder, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account Bank of America shall be returned deemed to have released each lender under the BorrowerExisting Promus Facility from their participations therein, and each Lender here under shall be deemed to have thereby purchased a ratable participation in each Existing Promus Letters of Credit in the manner set forth above in this Section.

Letters of Credit. With respect to all (a) The Borrower may request the issuance of (i) Letters of Credit with respect in dollars, in form and substance reasonably acceptable to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal and the Issuing Bank, for the account of the Borrowers, at any time and from time to time during the Letter of Credit Availability Period; provided, that, any such Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Letter of Credit, (A) the aggregate then undrawn and unexpired amount Dollar Amount of such Letter of Credit Exposure resulting from Letters of Credit (which other than Bank One Foreign Currency Letters of Credit) does not exceed $75,000,000, and (B) the Aggregate Outstanding Credit Exposure does not exceed the Net Aggregate Commitment at such cash collateral time, (ii) Other Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the Administrative Agent and the Issuing Bank for the account of the Borrowers, at any time and from time to time during the Letter of Credit Availability Period; provided, that, any such Other Foreign Currency Letter of Credit shall be deposited issued only if, and each request by the Borrower for the issuance of any such Other Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Other Foreign Currency Letter of Credit (A) the aggregate Dollar Amount of aggregate Letter of Credit Exposure resulting from Letters of Credit (other than Bank One Foreign Currency Letters of Credit) does not exceed $75,000,000 and (B) the Aggregate Outstanding Credit Exposure does not exceed the Net Aggregate Commitment at such time, and (iii) Bank One Foreign Currency Letters of Credit, in Dollars)form and substance reasonably acceptable to the Administrative Agent and Bank One, for the account of the Borrowers, at any time and from time to time during the Letter of Credit Availability Period; provided that with respect to provided, that, any Alternative such Bank One Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such Bank One Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Bank One Foreign Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b(A) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount Dollar Amount of such Alternative Foreign Currency Letter of Credit as determined by Exposure resulting from the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Bank One Foreign Currency Letter Letters of Credit is less than one hundred does not exceed $50,000,000 and three percent (103%B) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause Aggregate Outstanding Credit Exposure does not exceed the aggregate amount of cash collateral deposited pursuant the Net Aggregate Commitment at such time. In no event shall an Issuing Bank be obligated to this Section 12.2(b) with respect to such Alternative Currency issue any Letter of Credit to be at least equal to one hundred and five percent (105%) if after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Net Aggregate Commitment. For purposes hereof, the "issuance" of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency a Letter of Credit as determined by includes the Administrative Agent on the date amendment, renewal or extension of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters a Letter of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect (a) Issuance of Conventional Letters of Credit. Issuing Bank may from ------------------------------------------ time to all time, upon three (3) days prior irrevocable notice to the Administrative Agent, issue, extend or renew Conventional Letters of Credit with respect to which presentment for honor the account of one or more of the Borrowers, upon such terms and conditions as Issuing Bank may then require; provided that (i) the aggregate Conventional LOC Obligations shall not have occurred -------- at no time exceed the time LOC Committed Amount, and (ii) the sum of an acceleration pursuant to (A) the preceding paragraphaggregate principal amount of Revolver Loans outstanding, plus (B) the Borrower aggregate ---- principal amount of Swingline Loans outstanding, plus (C) the aggregate ---- Conventional LOC Obligations, shall at no time exceed the lesser of (I) $70,000,000, and (II) the Borrowing Base. No Conventional Letter of Credit shall have (x) an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, an expiry date extending beyond the Revolver Facility Termination Date. The joint and several reimbursement obligations of Borrowers under any Conventional Letters of Credit are to be Obligations hereunder, and the coming due of any reimbursement obligation under any Conventional Letter of Credit shall be deemed to be a request for a Revolver Loan in the amount of such time deposit Obligation. Borrowers jointly and severally are to pay to Issuing Bank for its own account the LOC Facing Fee, if any, payable quarterly in a cash collateral account opened by arrears on the last Business Day of each calender quarter after the Closing Date based on the average daily undrawn amount of each Letter of Credit issued on or after the Closing Date. If an Event of Default occurs or exists, Borrowers, on demand, are to deliver to the Administrative Agent an amount good funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) 100% of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn maximum liability under such all outstanding Conventional Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders as cash collateral for the Borrowers' joint and several reimbursement obligations and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerObligations.

Letters of Credit. With respect to all Letters If any Event of Credit with respect to Default shall occur and be continuing, on the Business Day on which presentment for honor shall not have occurred at the time Borrower receives notice from the Collateral Agent demanding the deposit of an acceleration cash collateral pursuant to the preceding this paragraph, the Borrower agrees to deposit into the LX Xxxx Collateral Account, an amount in Dollars in cash equal to 105% of the Letter of Credit Exposure for all Lenders; provided that the obligation to deposit such amount will become effective immediately, and such deposit will become immediately due and payable, without demand or other notice of any kind, upon the occurrence of the Acceleration Date. Each such deposit pursuant to this paragraph shall at such time deposit in a cash collateral account opened be held by the Administrative Collateral Agent an amount equal as collateral for the payment and performance of the obligations of the Borrower with respect to the aggregate then undrawn and unexpired amount of such Letters of Credit (which under Section 2.03. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandaccount. Amounts held Moneys in such cash collateral account shall be applied by the Administrative Collateral Agent to reimburse the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Issuing Bank for LC Disbursements made by it with respect to Letters of Credit for which the Issuing Bank has not been reimbursed pursuant to Section 2.03 and, to the extent not so applied, shall be held to satisfy drawings under Letters of Credit as they occur. If the Borrower is required to deposit an amount in the LX Xxxx Collateral Account as a result of the occurrence of an Event of Default (and the Acceleration Date shall not have expired occurred), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If at any time either (x) the amount of cash held in the LX Xxxx Collateral Account exceeds 105% of the Letter of Credit Exposure for all Lenders or (y) any cash remains on deposit in the LX Xxxx Collateral Account after all Letters of Credit have either been fully drawn uponor expired, if any, then such excess or remaining amount shall be (A) if the Acceleration Date shall have occurred or Event of Default shall be continuing, applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balanceObligations, if any, in such cash collateral account shall be the order set forth in Section 7.06 above and (B) otherwise, returned to the Borrower.

Letters of Credit. With respect (a) The Letter of Credit Commitment. (i) Subject to all the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the 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 with respect denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower, and to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend or extend. Letters of Credit previously issued by it, in accordance with subsection (which b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of such cash collateral shall be deposited in Dollars)Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (w) the amount required to be deposited pursuant to this Section 12.2(bTotal Outstandings shall not exceed the Aggregate Commitments, (x) shall be equal to one hundred and five percent (105%) the aggregate Outstanding Amount of the equivalent amount in Dollars Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the aggregate then undrawn and unexpired amount Outstanding Amount of all L/C Obligations, plus such Alternative Currency Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit as determined Sublimit and (z) the Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment without such L/C Issuer’s consent. Each request by the Administrative Agent on applicable Borrower for the day issuance or amendment of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency a Letter of Credit is less than one hundred and three percent (103%) of shall be deemed to be a representation by such Borrower that the equivalent amount in Dollars of L/C Credit Extension so requested complies with the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) conditions set forth in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent proviso to the payment of drafts drawn under such Letters of Creditpreceding sentence. Within the foregoing limits, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned subject to the Borrower.terms and conditions hereof, each 37

Letters of Credit. With respect (a) During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Revolving Lenders pursuant to all subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit with respect for the account of the Borrower or any Subsidiary Loan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower in the request for such Letter of Credit) on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to which presentment for honor the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Revolving Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) the Borrower shall not request, and no Issuing Bank shall have occurred an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of an acceleration pursuant to such funding, is the preceding paragraph, the Borrower shall at such time deposit subject of any Sanctions or (BB) in any manner that would result in a cash collateral account opened violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by the Administrative Agent applicable Issuing Bank, as an Issuing Bank hereunder, for the account of the Borrower. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Xxxxxx’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect (a) Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Domestic Borrowers, and the Canadian Borrower for itself and its Subsidiaries, may request an Issuing Bank (which in the case of the Canadian Borrower shall be the Canadian Agent or a Canadian Lender) to issue, and subject to the terms and conditions contained herein, such Issuing Bank shall issue, for the account of the relevant Borrower, one or more Letters of Credit; provided, however, that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Domestic Letter of Credit Outstandings shall exceed the Domestic Letter of Credit Sublimit, (ii) the aggregate Canadian Letter of Credit Outstandings shall exceed the Canadian Letter of Credit Sublimit, or (iii) the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); and provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent or the Canadian Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent or Canadian Agent, as applicable, pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank, on the same Business Day as the receipt by the Issuing Bank of the request for issuance of a Letter of Credit if the request is received prior to 12:00 noon Boston time or on the next Business Day if the request is received after 12:00 noon Boston time). A permanent reduction of the Domestic Commitments or Canadian Commitments shall not require a corresponding pro rata reduction in the Domestic Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit, as applicable; provided, however, that if the Domestic Total Commitments or Canadian Total Commitments are reduced to an amount less than the Domestic Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit, as applicable, then the Domestic Letter of Credit Sublimit or the Canadian Letter of Credit Sublimit, as applicable shall be reduced to an amount equal to (or, at Lead Borrower’s or the Canadian Borrower’s option, less than) the Domestic Total Commitments or Canadian Total Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor issued on the prior Business Day by such Issuing Bank, provided that (A) until the Administrative Agent advises any such Issuing Bank that Excess Availability is less than $250,000,000, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened be agreed by the Administrative Agent an amount equal and the Issuing Bank, such Issuing Bank shall be required to so notify the aggregate then undrawn and unexpired amount Administrative Agent in writing only once each week of such the Letters of Credit (which issued by such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of CreditIssuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, the amount required such notice to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) furnished on such day of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit week as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any and such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank may agree.

Letters of Credit. With respect (a) Subject to all Letters the terms and conditions hereof, satisfaction of Credit with respect all conditions precedent to which presentment for honor shall not have occurred borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the Company’s request, the L/C Issuer shall issue, at any time before the Revolving Credit Termination Date, letters of credit (an acceleration “L/C” and collectively the “L/Cs”) for the account of the Company subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.8 hereof. Each L/C shall be issued pursuant to an application for letter of credit (collectively the preceding paragraph, the Borrower shall at such time deposit “L/C Agreements” and individually an “L/C Agreement”) in a cash collateral account opened by form that is mutually acceptable to the Administrative Agent Company and the L/C Issuer, shall conform to the general requirements of the L/C Issuer for the issuance of letters of credit as to form and substance, shall be in U.S. Dollars and shall be a letter of credit which the L/C Issuer may lawfully issue. The L/Cs shall consist of standby and commercial letters of credit in an aggregate face amount not to exceed $30,000,000. Each L/C shall have an expiry date not more than one year from the date of issuance thereof. The Company agrees that if on the Revolving Credit Termination Date any L/C remains outstanding the Company shall then deliver to the Agent, without notice or demand, Cash Collateral in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit each L/C then outstanding (which such cash collateral shall be deposited held by the Agent pursuant to the terms of Section 1.6(g) hereof). The amount available to be drawn under each L/C issued and outstanding pursuant hereto shall be deducted from the credit otherwise available under the Revolving Credit but shall not reduce the Revolving Credit Commitments of the Banks hereunder. In consideration of the issuance of L/Cs the Company agrees to pay the applicable L/C Issuer for the pro rata benefit of the Banks a fee (the “L/C Participation Fee”) in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(bof the rate per annum (computed on the basis of a 360 day year and actual days elapsed) shall be equal to the Applicable Margin as in effect from time to time for Eurodollar Loans of the undrawn amount for each standby L/C issued for the account of the Company hereunder, payable quarterly in arrears on the last day of each March, June, September and December commencing June 30, 2017, and on the Revolving Credit Termination Date. The Company shall also pay the L/C Issuers a fronting fee in the amount of one-eighth of one hundred and five percent (1050.125%) of the equivalent face amount in Dollars of each standby L/C issued hereunder, payable on the date of issuance of each such standby L/C hereunder and on the date of each extension, if any, of the aggregate then undrawn expiry date of each such standby L/C and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) relevant L/C Issuer’s usual and customary fees with respect to any such Alternative Currency Letter each trade letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditcredit issued hereunder, payable upon negotiation thereof. In addition, the Borrower Company shall immediately upon demand by pay to the Administrative Agent deposit additional amounts (in Dollars) in relevant L/C Issuer for its own account such L/C Issuer’s standard charges for letters of credit with respect to each L/C. Notwithstanding anything contained herein to the cash collateral account sufficient contrary, the L/C Issuer shall be under no obligation to cause issue, extend or amend any L/C if a default of any Bank’s obligations to fund under Section 1.8 exists or any Bank is at such time a Defaulting Lender hereunder, unless the aggregate amount of cash collateral deposited pursuant L/C Issuer has entered into arrangements with the Company or such Bank satisfactory to this Section 12.2(b) the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerBank.

Letters of Credit. With (a) During the Availability Period, the applicable Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d) and 2.22(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date, unless the requirement of Section 2.22(l) has been satisfied; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank may agree in its sole discretion); and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issued Letter of Credit (including the Existing Letters of Credit) shall not have occurred at be deemed to utilize the time Revolving Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandparticipation. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such All Existing Letters of Credit shall be deemed to have expired or been fully drawn uponissued pursuant hereto, if any, and from and after the Closing Date shall be applied subject to repay and governed by the other Obligations on a pro rata basis. After all such terms and conditions hereof; provided, however, that Existing Letters of Credit shall have expired not be amended, renewed or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerextended except as otherwise set forth on Schedule 2.22.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, Administrative Agent may, or upon the request of the Required Lenders, Administrative Agent shall, by notice to the Borrower, demand that the Borrower shall at such time deposit in a cash collateral Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars Minimum Collateral Amount of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit; provided, that upon the occurrence of an Event of Default specified in Section 9.1(h) or (j), the Borrower shall immediately upon demand be automatically required to deposit such Minimum Collateral Amount in such Cash Collateral account without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Loan Party, anything in this Agreement or in any other Loan Document to the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandcontrary notwithstanding. Amounts held in such cash collateral Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basisin accordance with Section 9.4. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation Obligations shall have been satisfied satisfied, all the Revolving Loan Commitments terminated or expired and all other Obligations shall have been paid in fullfull (other than (1) contingent indemnification obligations not then due and (2) Guaranteed Cash Management Obligations or Guaranteed Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made), the balance, if any, in such cash collateral Cash Collateral account shall be returned to the Borrower.

Letters of Credit. With respect (a) Subject to all the terms and conditions hereof, the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.20, to issue Letters of Credit with respect hereunder from time to which presentment for honor time before the tenth day before the Termination Date upon the request of the Borrower; provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the Letter of Credit Liabilities shall not have occurred at exceed the time Letter of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to Credit Commitment and (ii) the aggregate then undrawn and unexpired amount of such Letters the Letter of Credit (which such cash collateral Liabilities plus the aggregate outstanding principal amount of all Committed Loans and Swing Line Loans shall be deposited in Dollars); provided that with respect to any Alternative Currency not exceed the aggregate Commitments. Upon the date of issuance of a Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) Issuing Lender shall be equal deemed, without further action by any party hereto, to one hundred have sold to each Lender, and five percent (105%) of each Lender shall be deemed, without further action by any party hereto, to have purchased from the equivalent amount Issuing Lender, a participation in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by and the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency related Letter of Credit is less than one hundred and three percent (103%) Liabilities in the proportion their respective Commitments bear to the aggregate Commitments. As of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditdate hereof, the Borrower shall immediately upon demand by has requested that the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter Existing Letters of Credit to be at least equal to one hundred and five percent (105%) deemed issued hereunder effective as of the equivalent amount in Dollars of Effective Date. On the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by Effective Date, the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Existing Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such deemed issued hereunder as Letters of Credit shall have expired or been fully drawn uponhereunder, each “Issuing Lender” under the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account Existing Credit Facility shall be returned deemed to have released each lender under the BorrowerExisting Credit Facility from their participations therein, and each Lender here under shall be deemed to have thereby purchased a ratable participation in each Existing Letter of Credit in the manner set forth above in this Section.

Letters of Credit. With respect Subject to all the terms and conditions of this Agreement, the Issuing Lender, on behalf of the Lenders, agrees to issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date one or more letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount. The existing letters of credit listed on Schedule 2.3(a) issued by KeyBank in its capacity as “Agent” under the Existing Credit Agreement (the “Prior Agent”) shall be deemed to be Letters of Credit issued hereunder and the Prior Agent and the Lenders shall have the same rights and obligations with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which as the Issuing Lender and Lenders would have if such cash collateral shall be deposited Letters of Credit had been issued after the date hereof. Notwithstanding anything to the contrary contained in Dollars); provided that with respect to any Alternative Currency Letter of Creditthis Section 2.3., the amount required Issuing Lender shall not be obligated to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency issue, amend, extend, renew or increase any Letter of Credit as determined by at a time when any other Lender is a Defaulting Lender, unless the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines Issuing Lender is satisfied that the amount deposited pursuant participation therein will otherwise be fully allocated to this the Non-Defaulting Lenders consistent with Section 12.2(b3.11.(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in it good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of Defaulting Lender, including the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount delivery of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowercollateral.

Letters of Credit. With (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue Letters of Credit hereunder denominated in Dollars or in an Alternative Currency from time to time before the tenth day before the Termination Date upon the request of either Borrower; provided that, immediately after each Letter of Credit is issued (i) the aggregate Dollar Amount of Loans and Letter of Credit Liabilities shall not exceed the aggregate amount of the Commitments and (ii) the aggregate Dollar Amount of Letter of Credit Liabilities shall not exceed $30,000,000. At the Company’s election the named account party in any Letter of Credit requested by it may be the Company and/or any of its Subsidiaries, provided, that, regardless of who is so named as account party, the Company shall remain fully and solely liable for all obligations hereunder with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at requested by it. Upon the time date of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened issuance by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount Issuing Lender of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency a Letter of Credit, the amount required Issuing Lender shall be deemed, without further action by any party hereto, to have sold and granted to each Lender, and each Lender shall be deposited pursuant deemed, without further action by any party hereto, to this Section 12.2(bhave purchased and acquired from the Issuing Lender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion their respective Commitments bear to the aggregate Commitments. On the Closing Date, if all of the conditions set forth in Article 3 (other than the receipt by the Issuing Lender of a Notice of Issuance) shall be equal to one hundred and five percent (105%) satisfied, each of the equivalent amount letters of credit outstanding under the Existing Credit Facility and identified on Schedule 2.16 (the “Existing Letters of Credit”) shall be deemed to be Letters of Credit for all purposes hereof, and the Issuing Lender shall be deemed, without further action by any party hereto, to have sold and granted to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased and acquired from the Issuing Lender, a participation in Dollars each of the aggregate then undrawn Existing Letters of Credit and unexpired amount of such Alternative Currency the related Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) Liabilities in the cash collateral account sufficient proportion their respective Commitments bear to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerCommitments.

Letters of Credit. With (a) During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section shall issue, at the request of any Borrower, Letters of Credit for the account of any Account Party on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; provided that any Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in clause (i)(B) of this clause (a)); (ii) each Letter of Credit shall be for the account of the Account Party named therein; (iii) no Buckeye Merchant Service Company may request a Letter of Credit if, after giving effect to such issuance, the aggregate BMSC Revolving Credit Exposure of all Lenders would exceed the BMSC Sublimit; and (iv) no Borrower may request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issuance of a Letter of Credit shall not have occurred at be deemed to utilize the time Revolving Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect (a) (i) During the Revolving Credit Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to all Section 2.25(e), agrees to issue, at the request of the Borrowers, Letters of Credit with respect to for the account of the Borrowers on the terms and conditions hereinafter set forth; provided, that (A) each Letter of Credit shall be a standby letter of credit which presentment for honor shall not have occurred at expire on the time earlier of an acceleration pursuant (x) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the date that is five (5) Business Days prior to the preceding paragraph, the Borrower Revolving Credit Termination Date; (B) each Letter of Credit shall at such time deposit be in a cash collateral account opened minimum stated amount of at least $100,000 or in a minimum stated amount as agreed upon by the Administrative Agent Borrowers and the Issuing Bank; and (C) the Borrowers may not request any Letter of Credit or increase in the stated amount of any Letter of Credit, if, after giving effect to such issuance or increase (x) the aggregate LC Exposure would exceed the LC Commitment or (y) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit or an increase in the stated amount thereof, and without further action, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Credit Lender by an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect to all Letters (a) If any Event of Credit with respect to Default shall occur and be continuing, on the Business Day on which presentment for honor shall not have occurred at the time Borrower receives notice from the Collateral Agent demanding the deposit of an acceleration cash collateral pursuant to the preceding this paragraph, the Borrower agrees to deposit into the XX Xxxx Collateral Account, an amount in Dollars in cash equal to 105% of the Letter of Credit Exposure for all Participants; provided that the obligation to deposit such amount will become effective immediately, and such deposit will become immediately due and payable, without demand or other notice of any kind, upon the occurrence of the Acceleration Date. Each such deposit pursuant to this paragraph shall at such time deposit in a cash collateral account opened be held by the Administrative Collateral Agent an amount equal as collateral for the payment and performance of the obligations of the Borrower with respect to the aggregate then undrawn and unexpired amount of such Letters of Credit (which under Section 2.01. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandaccount. Amounts held Moneys in such cash collateral account shall be applied by the Administrative Collateral Agent to reimburse the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Issuing Bank for LC Disbursements made by it with respect to Letters of Credit for which the Issuing Bank has not been reimbursed pursuant to Section 2.01 and, to the extent not so applied, shall be held to satisfy drawings under Letters of Credit as they occur. If the Borrower is required to deposit an amount in the XX Xxxx Collateral Account as a result of the occurrence of an Event of Default (and the Acceleration Date shall not have expired occurred), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If at any time either (x) the amount of cash held in the XX Xxxx Collateral Account exceeds 105% of the Letter of Credit Exposure for all Participants or (y) any cash remains on deposit in the XX Xxxx Collateral Account after all Letters of Credit have either been fully drawn uponor expired, if any, then such excess or remaining amount shall be (A) if the Acceleration Date shall have occurred or Event of Default shall be continuing, applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balanceObligations, if any, in such cash collateral account shall be the order set forth in Section 7.06 above and (B) otherwise, returned to the Borrower.

Letters of Credit. With respect (a) Subject to all the terms and conditions of this Agreement, in addition to requesting that the Banks make the Loans, any Borrower may request, in accordance with the provisions of this Section 2.6(a), that the Agent issue Letters of Credit for the account of such Borrower; provided that (i) no Borrower shall request that the Agent issue any Letter of Credit if, after giving effect to such issuance, the aggregate outstanding Revolving Loans to the Borrowers plus the aggregate outstanding amount of Swingline Loans plus the aggregate amount of Letters of Credit Usage would exceed the aggregate of all Commitments, (ii) in no event shall the Agent issue (A) any Letter of Credit having an expiration date later than the tenth Banking Day prior to the Termination Date, or (B) any Letter of Credit having an expiration date more than one year after its date of issuance, except those used to fund payment of insurance premiums which, by their terms, are renewed automatically, and (iii) no Borrower shall request that the Agent issue any Letter of Credit if, after giving effect to such issuance, the aggregate Letter of Credit Usage would exceed $15,000,000. The issuance of any Letter of Credit in accordance with respect the provisions of this Section 2.6(a) shall require the satisfaction of each condition set forth in Article 4. All Letters of Credit may be denominated in Dollars or in an Alternative Currency. Any Letter of Credit issued under the Existing Credit Facility, each as described on Schedule VI hereto, shall remain outstanding on the Closing Date, shall constitute a Letter of Credit for all purposes hereunder and each Banks participation in such Letter of Credit shall be determined as of the Closing Date. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby agrees to, have irrevocably agreed to participate with the Agent in such Letter of Credit and any drawing thereunder in an amount equal to such Bank's ratable share (determined in accordance with such Bank's Commitment) of the maximum amount which presentment for honor is or at any time may become available to be drawn thereunder. Each Letter of Credit may provide that the Agent, with the written consent of the Required Banks, may (but shall not have occurred be required to) pay all or any part of the maximum amount which may at any time be available for drawing thereunder to the time beneficiary thereof upon the occurrence of an Event of Default and the acceleration pursuant of the maturity of the Loans. If payment is not due to the preceding paragraphbeneficiary of an outstanding Letter of Credit, upon the occurrence of an Event of Default the applicable Borrower shall at such time deposit immediately available funds in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired face amount of such Letters Letter of Credit (which such in an account or fund a cash collateral shall be deposited account, in Dollars); provided that the applicable currency, with respect the Agent to any Alternative Currency secure payment to the beneficiary under such Letter of Credit, . Any funds so deposited or standing to the amount required to be deposited pursuant to this Section 12.2(b) credit of such account shall be paid to the beneficiary of such Letter of Credit if conditions to such payment are satisfied or returned to the Agent for distribution to the Banks (or, if all Loans shall have been repaid in full in cash in the applicable currency, to the applicable Borrower) if no payment to the beneficiary has been made and the final date available for drawings under such Letter of Credit has passed. Each payment or distribution of funds by the Agent as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by the Agent under the related Letter of Credit and each deposit by the Borrower as provided in this paragraph shall be treated for all purposes of this Agreement as a reimbursement by Borrower for a portion of such drawing equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerdeposit.

Letters of Credit. With (a) Upon the terms and subject to the conditions herein set forth, the Lead Borrower on behalf of the Borrowers, may request the Issuing Bank, at any time and from time to time after the [date hereof]Effective Date and prior to the Termination Date, to issue, and subject to the terms and conditions contained herein, the Issuing Bank shall issue, for the account of the relevant Borrower, one or more Letters of Credit; provided that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed $50,000,000, or (ii) the aggregate Credit Extensions would exceed the Loan Cap; and provided, further, that no Letter of Credit shall be issued if the Issuing Bank shall have received notice from the Agent or the Required Lenders that the conditions to such issuance have not been met; and provided further that the Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, or (C) any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Issuing Bank's Fronting Exposure with respect to such Letter of Credit. Any Issuing Bank (other than Bank of America) shall notify the Agent in writing on each Business Day of all Letters of Credit with respect to which presentment for honor shall not have occurred at issued on the time of an acceleration pursuant to the preceding paragraphprior Business Day by such Issuing Bank, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to (A) until the Agent advises any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines Issuing Bank that the amount deposited pursuant to this provisions of Section 12.2(b[4.2]4.2 are not satisfied, or (B) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, issued in any such week exceeds such amount as shall be applied agreed by the Agent and the Issuing Bank, such Issuing Bank shall be required to repay so notify the other Obligations on a pro rata basis. After all such Agent in writing only once each week of the Letters of Credit shall have expired or been fully drawn uponissued by such Issuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the Reimbursement Obligation shall have been satisfied week as the Agent and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerIssuing Bank may agree.

Letters of Credit. With respect (a) Subject to all the terms and conditions hereof, the Working Capital Commitments may, in addition to the Loans provided for in Section 2.01 hereof, be utilized, upon the request of the Company, by the issuance of letters of credit (i) by Chase for so long as it is Administrative Agent hereunder if the Company shall so request in the notice referred to in Section 2.02(b) and Chase shall agree that such letter of credit shall be issued by Chase rather than by each of the Lenders (such letters of credit issued by Chase being hereinafter referred to as the "Participation Letters of Credit"), or (ii) by the Lenders pursuant to which each Lender shall be severally obligated to pay its Working Capital Commitment Percentage of any drawing made thereunder (such letters of credit issued by the Lenders being hereafter referred to as the "Syndicated Letters of Credit", and the Syndicated Letters of Credit with respect and Participation Letters of Credit being collectively referred to which presentment for honor as the "Letters of Credit"). Upon the date of issuance of a Participation Letter of Credit, Chase shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from Chase, a participation to the extent of such Lender's Working Capital Commitment Percentage in such Participation Letter of Credit and the related Letter of Credit Liabilities. The aggregate amount of all Working Capital Obligations shall not have occurred at any time exceed the lesser of (i) the aggregate of the Working Capital Commitments as reduced from time of an acceleration to time pursuant to Section 2.03 hereof and (ii) the preceding paragraph, the Borrower Borrowing Base. The aggregate amount of all Letter of Credit Liabilities shall not at such any time deposit in a cash collateral account opened by the Administrative Agent exceed an amount equal to the aggregate then undrawn and unexpired amount lesser of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(bi) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited the Working Capital Commitments as reduced from time to time pursuant to this Section 12.2(b2.03 hereof and (ii) with respect to such Alternative Currency Letter the sum of Credit to be at least equal to one hundred and five percent (105%x) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.$5,000,000 plus (y)

Letters of Credit. With respect Upon the terms and subject to the conditions herein set forth, the Borrower may request a Fronting Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and, subject to the terms and conditions contained herein, such Fronting Bank shall issue, for the account of the Borrower or a Guarantor one or more Letters of Credit, provided that no -------- Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed $200,000,000 or (ii) the aggregate Letter of Credit Outstandings, when added to the aggregate outstanding principal amount of the Loans, would exceed the Total Commitment and, provided -------- further that no Letter of Credit shall be issued if the Fronting Bank shall have ------- received notice from the Agent or the Required Banks that the conditions to such issuance have not been met. No Letter of Credit shall expire later than 60 days after the Maturity Date, provided that if any Letter of Credit shall be outstanding on the Termination -------- Date, the Borrower shall, at or prior to the Termination Date, except as the Agent may otherwise agree in writing, (i) cause all Letters of Credit with respect which expire after the Termination Date to which presentment for honor shall not have occurred at the time of an acceleration pursuant be returned to the preceding paragraph, Fronting Bank undrawn and marked "canceled" or (ii) if the Borrower shall at such time deposit is unable to do so in whole or in part, either (x) provide a "back-to-back" letter of credit to one or more Fronting Banks in a cash collateral account opened form satisfactory to such Fronting Bank and the Agent (in their sole discretion), issued by a bank satisfactory to such Fronting Bank and the Administrative Agent (in their sole discretion), is in an amount equal to 105% of the aggregate then undrawn and unexpired stated amount of such all outstanding Letters of Credit issued by such Fronting Banks and/or (which y) deposit cash in the Letter of Credit Account in an amount equal to 105% of the then undrawn stated amount of all Letter of Credit Outstandings as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash collateral to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations. The Borrower shall pay to each Fronting Bank, in addition to such other fees and charges as are specifically provided for in Section 2.21 hereof, such fees and charges in connection with the issuance and processing of the Letters of Credit issued by such Fronting Bank as are customarily imposed by such Fronting Bank from time to time in connection with letter of credit transactions. Drafts drawn under each Letter of Credit shall be deposited reimbursed by the Borrower in DollarsDollars not later than the first Business Day following the date of draw and shall bear interest from the date of draw until the first Business Day following the date of draw at a rate per annum equal to the Alternate Base Rate plus the ---- Applicable Margin and thereafter until reimbursed in full at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin plus two percent ---- ---- (2%) (computed on the basis of the actual number of days elapsed over a year of 360 days); provided . The Borrower shall effect such reimbursement (x) if such draw occurs prior to the Termination Date (or the earlier date of termination of the Total Commitment), in cash or through a Borrowing without the satisfaction of the conditions precedent set forth in Section 4.02 or (y) if such draw occurs on or after the Termination Date (or the earlier date of termination of the Total Commitment), in cash. Each Bank agrees to make the Loans described in clause (x) of the preceding sentence notwithstanding a failure to satisfy the applicable lending conditions thereto or the provisions of Sections 2.02. Immediately upon the issuance of any Letter of Credit by any Fronting Bank, such Fronting Bank shall be deemed to have sold to each Bank other than such Fronting Bank and each such other Bank shall be deemed unconditionally and irrevocably to have purchased from such Fronting Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Bank's Commitment Percentage, in such Letter of Credit, each drawing thereunder and the obligations of the Borrower and the Guarantors under this Agreement with respect thereto. Upon any change in the Commitments pursuant to Section 10.03, it is hereby agreed that with respect to any Alternative Currency all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Commitment Percentages of the assigning and assignee Banks. Any action taken or omitted by a Fronting Bank under or in connection with a Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Fronting Bank any resulting liability to any other Bank. In the event that a Fronting Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount required in full to be deposited such Fronting Bank pursuant to this Section 12.2(b) Section, the Fronting Bank shall be equal promptly notify the Agent, which shall promptly notify each Bank of such failure, and each Bank shall promptly and unconditionally pay to one hundred and five percent (105%) the Agent for the account of the equivalent amount in Dollars of Fronting Bank the aggregate then undrawn and unexpired amount of such Alternative Currency Bank's Commitment Percentage of such unreimbursed payment in Dollars and in same day funds. If the Fronting Bank so notifies the Agent, and the Agent so notifies the Banks prior to 11:00 a.m. (New York City time) on any Business Day, such Banks shall make available to the Fronting Bank such Bank's Commitment Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Bank shall not have so made its Commitment Percentage of the amount of such payment available to the Fronting Bank, such Bank agrees to pay to such Fronting Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Agent for the account of such Fronting Bank at the Federal Funds Effective Rate. The failure of any Bank to make available to the Fronting Bank its Commitment Percentage of any payment under any Letter of Credit as determined by shall not relieve any other Bank of its obligation hereunder to make available to the Administrative Agent Fronting Bank its Commitment Percentage of any payment under any Letter of Credit on the day date required, as specified above, but no Bank shall be responsible for the failure of acceleration; provided further, that if at anytime any other Bank to make available to such Fronting Bank such other Bank's Commitment Percentage of any such payment. Whenever a Fronting Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Administrative Agent determines that the amount deposited Banks pursuant to this Section 12.2(b) with respect paragraph, such Fronting Bank shall pay to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount each Bank which has paid its Commitment Percentage thereof, in Dollars of the undrawn and unexpired in same day funds, an amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect equal to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerBank's Commitment Percentage thereof.

Letters of Credit. With respect On the terms and conditions hereinafter set forth, the Agent, or an Affiliate of Agent, shall from time to time during the period beginning on the Effective Date and ending on the Maturity Date upon request of Borrower or a Subsidiary issue standby Letters of Credit for the account of Borrower or a Subsidiary (the “Letters of Credit”) in such face amounts as Borrower or a Subsidiary may request, but not to exceed in the aggregate face amount at any time outstanding the sum of Two Million and No/100 Dollars ($2,000,000.00). The face amount of all Letters of Credit with respect to which presentment issued and outstanding hereunder shall be considered as Advances on the Commitment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened Borrowing Base purposes and all payments made by the Administrative Agent, or any issuing Affiliate of Agent, on such Letters of Credit shall be considered as Advances under the Notes. Each Letter of Credit issued for the account of Borrower or a Subsidiary hereunder shall (i) be in favor of such beneficiaries as are specifically requested by Borrower or a Subsidiary for purposes of securing Borrower’s or a Subsidiary’s obligations associated with its oil and gas operations and activities, or securing Borrower’s or a Subsidiary’s obligations in connection with Rate Management Transactions permitted under this Agreement, (ii) have an expiration date not exceeding the earlier of (a) one year or (b) the Maturity Date, and (iii) contain such other terms and provisions as may be required by Agent. Each Lender (other than Agent, except in cases where an Affiliate of Agent is the issuer) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in the Agent’s, or its issuing Affiliate’s, liability under such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of such liability, and each Lender (other than Agent, except in cases where an Affiliate of Agent is the aggregate then undrawn issuer) thereby shall absolutely, unconditionally and unexpired irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent, or its issuing Affiliate, to pay and discharge when due, its Commitment Percentage of Agent’s, or its issuing Affiliate’s, liability under such Letter of Credit. Borrower hereby unconditionally agrees to pay and reimburse the Agent, or its issuing Affiliate, for the amount of such Letters each demand for payment under any Letter of Credit (that is in compliance with the provisions of any such Letter of Credit at or prior to the date on which payment is to be made by the Agent, or its issuing Affiliate, to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt from any beneficiary of any Letter of Credit of any demand for payment under such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required Agent shall promptly notify the Borrower of the demand and the date upon which such payment is to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined made by the Administrative Agent on the day of acceleration; provided furtherAgent, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Creditor its issuing Affiliate, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount beneficiary in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date respect of such demand. Amounts held Forthwith upon receipt of such notice from the Agent, Borrower shall advise the Agent whether or not Borrower intends to borrow hereunder to finance its obligations to reimburse the Agent, or its issuing Affiliate, and if so, submit a Notice of Borrowing as provided in Section 2(c) hereof. If Borrower fails to so advise Agent and thereafter fails to reimburse Agent, or its issuing Affiliate, the Agent shall notify each Lender of the demand and the failure of the Borrower to reimburse the Agent, or its issuing Affiliate, and each Lender shall reimburse the Agent, or its issuing Affiliate, for its Commitment Percentage of each such cash collateral account draw paid by the Agent, or its issuing Affiliate, and unreimbursed by the Borrower. All such amounts paid by Agent, or its issuing Affiliate, and/or reimbursed by the Lenders shall be applied by treated as an Advance or Advances under the Administrative Agent to the payment of drafts drawn under such Letters of CreditCommitment, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, which Advances shall be applied to repay immediately due and payable and shall bear interest at the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerMaximum Rate.

Letters of Credit. With respect (a) Subject to all the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit with respect to which presentment for honor shall not have occurred at its own account or the time account of an acceleration pursuant to the preceding paragraphany other Person, the Borrower shall at such time deposit in a cash collateral account opened by form reasonably acceptable to the Administrative Agent an amount equal to and the aggregate then undrawn and unexpired amount of Issuing Bank issuing such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, at any time and from time to time prior to the amount required to be deposited pursuant to this Section 12.2(b) Revolving Commitment Termination Date; provided that no Issuing Bank shall be equal obligated to one hundred issue any Letter of Credit (i) that would result in the aggregate undrawn or drawn and five percent unreimbursed amount of Letters of Credit outstanding issued by all Issuing Banks to exceed the LC Issuance Limit, or (105%ii) at any time a Lender is a Defaulting Lender, unless, in the case of this clause (ii), (A) such Defaulting Lender’s Applicable Percentage of such Issuing Bank’s share of the equivalent amount LC Exposure has been reallocated to the other Lenders as provided in Dollars Section 2.23(c) and/or (B) such Issuing Bank has entered into arrangements with the Borrower or such Lender, including the delivery of the aggregate then undrawn cash collateral, satisfactory to such Issuing Bank (in its sole and unexpired amount of reasonable discretion), to eliminate such Alternative Currency Issuing Bank’s Fronting Exposure with respect to such Letter of Credit as determined provided in Section 2.05(k); provided further that no Issuing Bank shall be obligated to issue any Letter of Credit that would result in the aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by such Issuing Bank exceeding the “Maximum LC Issuance Amount” for such Issuing Bank set forth opposite such Issuing Bank’s name on Annex II attached hereto (as may be amended from time to time by the Administrative Agent on Agent, the day of accelerationBorrower and each Issuing Bank affected thereby); provided further, no Issuing Bank that if at anytime the Administrative Agent determines that the amount deposited pursuant is a Declining Lender under Section 2.24 shall be obligated to this Section 12.2(b) with respect issue any Letters of Credit after such Declining Lender’s respective Maturity Date. Furthermore, no Issuing Bank shall be under any obligation to issue any such Alternative Currency Letter of Credit is less than one hundred and three percent if (103%i) any order, judgment or decree of the equivalent amount in Dollars of the undrawn and unexpired amount of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Alternative Currency Issuing Bank from issuing such Letter of Credit, or request that such Issuing Bank refrain from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit the Borrower issuance of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall immediately impose upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) such Issuing Bank with respect to such Alternative Currency Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to be at least equal to one hundred and five percent it; or (105%ii) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount issuance of such Alternative Currency Letter of Credit as determined would violate one or more policies of such Issuing Bank applicable to letters of credit generally. Furthermore, no Issuing Bank shall be under any obligation to amend any Letter of Credit if such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof. In the event of (i) any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied Borrower to, or entered into by the Administrative Agent Borrower with, any Issuing Bank relating to the payment of drafts drawn under such Letters any Letter of Credit, or (ii) any terms and conditions supplemental to the unused portion thereof after all terms and conditions of this Agreement contained in any such Letters form of letter of credit application or such other agreement, in each case, the terms and conditions of this Agreement shall control and such supplemental terms and conditions shall be ignored. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit shall have expired the proceeds of which would be made to any Person (i) to fund any activity or been fully drawn upon, if any, shall be applied 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 repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerthis Agreement.

Letters of Credit. With respect During the Revolving Commitment Period, subject to all the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit with respect for the account of Borrower or to which presentment for honor shall not have occurred at the time of purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b“L/C Undertaking”) with respect to any such Alternative Currency letters of credit issued by an Underlying Issuer (as of the Fourth Amendment Effective Date, the prospective Underlying Issuer is to be Xxxxx Fargo Bank, National Association) for the account of Borrower in the aggregate amount up to but not exceeding the Letter of Credit is Sublimit. Notwithstanding the foregoing, a Letter of Credit shall be issued only if (and upon issuance Borrower shall be deemed to represent and warrant that) (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than one hundred and three percent an amount acceptable to Issuing Bank; (103%iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving A Commitments exceed the equivalent amount lesser of (x) the Borrowing Base then in Dollars of effect less the undrawn and unexpired aggregate principal amount of Revolving B Loans outstanding at such Alternative Currency time and (y) the Revolving A Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Borrowing Base then in effect less the sum of (1) the aggregate principal amount of Revolving A Loans outstanding at such time plus (2) the aggregate principal amount of Revolving B Loans outstanding at such time; (vi) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the date that is thirty (30) days prior to the Revolving Commitment Termination Date, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vii) the aggregate number of Letters of Credit outstanding at such time is not in excess of five (5); provided, the Borrower Issuing Bank shall immediately upon demand not (unless so directed by the Administrative Agent deposit additional amounts (in DollarsRevolving A Lenders) issue, renew or extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such issuance, renewal or extension; provided, further, in the cash collateral account sufficient event a Funding Default exists, Issuing Bank shall not be required to cause the aggregate amount issue, renew or extend any Letter of cash collateral deposited pursuant Credit unless Issuing Bank has entered into arrangements satisfactory to this Section 12.2(b) it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Alternative Currency Defaulting Lender’s Pro Rata Share of the Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerUsage.

Letters of Credit. With Subject to the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit for the account, and upon the request, of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations with respect to all Letters of Credit issued by all L/C Issuers shall not exceed the L/C Sublimit, (ii) the aggregate amount of the L/C Obligations with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such all Letters of Credit issued by such L/C Issuer shall not exceed its L/C Issuer Sublimit, (which such cash collateral iii) the Revolving Outstandings shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, not exceed the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred Revolving Committed Amount and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(biv) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each request by the Borrower or any such Alternative Currency of its Subsidiaries for the issuance or increase in the stated amount of a Letter of Credit is less than one hundred and three percent (103%) of shall be deemed to be a representation by the equivalent amount Borrower or such Subsidiary that the issuance or increase in Dollars of the undrawn and unexpired stated amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of complies with the equivalent amount conditions set forth in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent proviso to the payment of drafts drawn under such Letters of Creditpreceding sentence. Within the foregoing limits, and subject to the unused portion thereof after all such terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $25,000 or such lesser amounts as may be agreed to by the Issuing Bank and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to which presentment for honor all other Letters of Credit. Each issuance of a Letter of Credit shall not have occurred at be deemed to utilize the time Revolving Commitment of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened each Lender by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral participation. The Issuing Bank shall not at any time be deposited in Dollars); provided that with respect obligated to issue any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by hereunder if the Administrative Agent on the day beneficiary of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSanctioned Person.

Letters of Credit. With respect Subject to all the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby or, subject to the limitations set forth in the definition of “L/C Issuer,” commercial Letters of Credit with respect to which presentment for honor shall not have occurred at the time account, and upon the request, of an acceleration pursuant to the preceding paragraph, the Borrower shall at (or jointly for the account of the Borrower and Parent or any Subsidiary) and in support of obligations of the Borrower, Parent or one or more Subsidiaries (including (x) obligations in respect of and in lieu of deposits or security guarantees in the ordinary course of business, (y) to provide support for performance, payment or appeal bonds, indemnity obligations or other surety, including, without limitation, workers compensation insurance and (z) for such time deposit other general corporate purposes as the L/C Issuer may agree in a cash collateral account opened by the Administrative Agent an amount equal its reasonable discretion), and to the aggregate then undrawn and unexpired amount of such amend or extend Letters of Credit previously issued by it, in accordance with subsection (which such cash collateral shall be deposited in Dollars); provided that with respect c) below, and (B) to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn honor drawings under such its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the unused portion thereof account of the Borrower or any Subsidiary of Parent (other than any Subsidiary organized under the Laws of Ireland) and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after all each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each request by the Borrower, Parent or a Subsidiary for the issuance or increase in the stated amount of a Letter of Credit shall be deemed to be a representation by the Borrower, Parent or such Subsidiary that the issuance or increase in the stated amount of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall that have been satisfied drawn upon and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerreimbursed.

Letters of Credit. With respect Subject to all the terms and conditions of this Agreement, and the Other Agreements, during the Original Term or any Renewal Term, LaSalle shall, absent the existence of an Event of Default, from time to time cause the issuance of and co- sign for, upon Borrower's request, Letters of Credit; provided, that the Letters of Credit with respect shall be in form and substance acceptable to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit LaSalle in a cash collateral account opened by the Administrative Agent an amount equal to its sole discretion and that the aggregate then undrawn and unexpired face amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall at no time exceed Two Hundred Fifty Thousand Dollars ($250,000.00); and provided further, that no Letter of Credit shall have expired an expiry date: (a) more than 365 days from the date of issuance; or been fully drawn upon(b) beyond five (5) days prior to the expiration of the Original Term or the Renewal Term, if any, shall be applied to repay as the other Obligations on a pro rata basiscase may be. After all such Borrower's reimbursement obligation in respect of the Letters of Credit shall have expired or been fully drawn uponautomatically reduce, dollar for dollar, the Reimbursement Obligation amount which Borrower may borrow based upon the Revolving Loan Commitment and the Borrowing Base. Any payment made by LaSalle to any Person on account of any Letter of Credit shall have been satisfied constitute a Revolving Loan hereunder. At no time shall the aggregate sum of direct Revolving Loans by LaSalle to Borrower plus the contingent liability of LaSalle under the outstanding Letters of Credit be in excess of the Revolving Loan Commitment, and all other Obligations at no time shall have been paid the aggregate sum of direct Revolving Loans plus one hundred percent (100%) of the contingent liability of LaSalle under outstanding standby Letters of Credit plus forty percent (40%) of the contingent liability of LaSalle under outstanding documentary Letters of Credit be in full, excess of the balance, if any, in such cash collateral account shall be returned to the BorrowerBorrowing Base.

Letters of Credit. With respect (a) Upon receipt of duly executed ----------------- applications therefor, and such other documents, instruments and agreements as an Issuing Lender may reasonably require, and subject to all the provisions of Article IV, the Agent or one of its affiliates that is a Lender shall, or any ---------- other Lender, in its sole discretion, may, issue Letters of Credit with respect for the account of the applicable Borrower (the Agent and each such other Lender in such capacity being referred to which presentment as an "Issuing Lender"), on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be -------- ------- issued for honor the account of any Borrower by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account (i) the Dollar Amount of the aggregate unpaid principal balance of the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time or (ii) the aggregate outstanding amount of the L/C Obligations would exceed $20,000,000; and provided, further, that no Letter of Credit shall not have occurred be -------- ------- issued unless (A) it is denominated in Dollars or Agreed Currency and (B) it has an expiration date that is (1) no more than one year after the date of issuance of such Letter of Credit (provided that a Letter of Credit may provide for an annual renewal if such renewal is consented to by the Issuing Lender and the conditions precedent to the issuance of such Letter of Credit are met at the time of an acceleration pursuant such renewal) and (2) no later than the Termination Date. If any Borrower applies for a Letter of Credit from any Lender other than the Agent, such Borrower or the Company on behalf of such Borrower shall simultaneously notify the Agent of the proposed amount and expiration date of such Letter of Credit. The Agent shall promptly notify the applicable Borrower and the Lender to which such application has been made whether the preceding paragraphissuance of such Letter of Credit would comply with the terms of this Section 2.6.1. Upon the effectiveness ------------- of this Agreement, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Existing Letters of Credit (which such cash collateral shall be deposited deemed to constitute Letters of Credit hereunder having as their issuance date the effective date of this Agreement. Fees shall accrue in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter Existing Letters of Credit as determined by the Administrative Agent on the day provided in Section 2.6.5 of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) Agreement beginning as of the equivalent amount effective ------------- date of this Agreement 57 but the Company shall receive full credit for fees paid in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) advance with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Existing Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. With respect to all Letters In the event that, on or after the CAM Exchange Date, the aggregate amount of Credit with respect to which presentment for honor the Designated Obligations shall change as a result of the making of a US Borrower L/C Disbursement by the Issuing Lender that is not have occurred at reimbursed by the time US Borrower, then (i) each US Borrower L/C Participant shall pay its US Borrower Revolving Percentage of an acceleration pursuant such unreimbursed US Borrower L/C Disbursement to the preceding paragraphAdministrative Agent, the Borrower shall at such time deposit in a cash collateral account opened by accordance with Section 3.4, and the Administrative Agent will promptly pay to the Issuing Lender the amounts so received by it from the US Borrower L/C Participants, (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such US Borrower L/C Disbursement and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an amount interest equal to such Lender’s CAM Percentages (as so redetermined) in the aggregate then undrawn Designated Obligations in each Class of Loans and unexpired amount each other category of Designated Obligations, and (iii) in the event distributions shall have been made in accordance with Section 10.1(b), the Lenders shall make such Letters of Credit (which such cash collateral payments to one another as shall be deposited necessary in Dollars); provided order that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) amounts received by the Lenders shall be equal to one hundred and five percent (105%) the amounts they would have received had each US Borrower L/C Disbursement been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the equivalent Lenders and their successors and assigns and shall be conclusive, absent manifest error. In the event that any US Borrower L/C Participant shall default in its obligation to pay over any amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by to the Administrative Agent on the day in respect of acceleration; any US Borrower L/C Disbursement as provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to in this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit10.2, the Borrower Issuing Lender shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to have a claim against such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent Lender to the payment of drafts drawn same extent as if such Lender had defaulted on its obligations under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerSection 3.4.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, during the Borrower Commitment Period, Agent, in its own name, but only as agent for the Banks, shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of issue such Letters of Credit for the account of Borrower or any Guarantor of Payment, as Borrower may from time to time request. Borrower shall not request any Letter of Credit (which such cash collateral and Agent shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (a) the aggregate undrawn face amount of all issued and outstanding Letters of Credit would exceed the Letter of Credit Commitment, or (b) the sum of (i) the aggregate outstanding principal amount of all Revolving Loans, plus (ii) the aggregate undrawn face amount of all issued and outstanding Letters of Credit, plus (iii) the aggregate outstanding principal amount of all Swing Loans, would exceed the Total Commitment Amount. The issuance of each Letter of Credit shall confer upon each Bank the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of that Bank's Commitment Percentage. Each request for a Letter of Credit shall be deposited delivered to Agent not later than 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the day upon which the Letter of Credit is to be issued. Each such request shall be in Dollars); provided that a form acceptable to Agent and specify the face amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. Concurrently with each such request, Borrower, and any Guarantor of Payment for whose benefit the Letter of Credit is to be issued, shall execute and deliver to Agent an appropriate application and agreement, being in the standard form of Agent for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give each Bank notice of each such request for a Letter of Credit. In respect of each Letter of Credit and the drafts thereunder, if any, whether issued for the account of Borrower or a Guarantor of Payment, Borrower agrees (a) to any Alternative Currency pay to Agent, for the pro rata benefit of the Banks, a non-refundable commission based upon the face amount of the Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) which shall be equal paid quarterly in arrears, at the rate of the Applicable Margin (in effect on the date such Letter of Credit is issued) times the face amount of the Letter of Credit; (b) to pay to Agent, for its sole account, an additional Letter of Credit Fee, which shall be paid on the date that such Letter of Credit is issued, at the rate of one-eight of one hundred and five percent (1051/8 of 1%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired face amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit; and (c) pay to Agent, the Borrower shall immediately upon demand for its sole account, such other issuance, amendment, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are generally charged by the Administrative Agent deposit additional amounts (under its fee schedule as in Dollars) in the cash collateral account sufficient effect from time to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowertime.

Letters of Credit. With respect During the Revolving Commitment Period, subject to all the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit with respect for the account of the Borrower and its Subsidiaries in the aggregate amount up to which presentment for honor but not exceeding the lesser of (i) ONE HUNDRED MILLION DOLLARS ($100,000,000) or (ii) the aggregate unused amount of the Aggregate Revolving Commitments then in effect (the “Letter of Credit Sublimit”); provided, (A) each Letter of Credit shall be denominated in Dollars; (B) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to the Issuing Bank; (C) the Outstanding Amount of the Revolving Obligations shall not exceed the Aggregate Revolving Commitments; (D) with regard to each Lender, such Lender’s Revolving Commitment Percentage of the Outstanding Amount of Revolving Obligations shall not exceed its Revolving Commitment; (E) the Outstanding Amount of Letter of Credit Obligations shall not exceed the Letter of Credit Sublimit then in effect; and (F) in no event shall any standby Letter of Credit have occurred an expiration date later than five days prior to the Revolving Commitment Termination Date. Notwithstanding anything contained herein to the contrary, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder at any time (1) a Lender is a Defaulting Lender, whether on account of a failure to fund its obligations hereunder or otherwise, unless the time of an acceleration Issuing Lender shall have received Adequate Assurance pursuant to Section 2.15(a), or (2) the preceding paragraph, issuance or extension thereof would violate one or more policies of the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal Issuing Bank applicable to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demandgenerally. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such All Existing Letters of Credit shall be deemed to have expired or been fully drawn uponissued pursuant hereto, if any, and from and after the Closing Date shall be applied subject to repay and governed by the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied terms and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerconditions hereof.

Letters of Credit. With respect On any Business Day prior to all the Revolving Facility Final Maturity Date, the Letter of Credit Issuer, in reliance upon the agreements of the other Lenders pursuant to Section 3.4 and Section 3.5, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit with respect for the account of the Borrower on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) 18 months after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to which presentment for honor the Revolving Facility Final Maturity Date; (ii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate Letter of Credit Exposure would exceed the Letter of Credit Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the amount of the Total Revolving Commitment and (iii) the Borrower shall not request, and the Letter of Credit Issuer shall have occurred no obligation to issue, any Letter of Credit 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 Countries, that, at the time of an acceleration pursuant to such funding, is the preceding paragraph, the Borrower shall at such time deposit subject of any Sanctions or (II) in any manner that would result in a cash collateral account opened violation of any Sanctions by any party to this Agreement. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent Letter of Credit Issuer without recourse a participation in each Letter of Credit equal to such Xxxxxx’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerparticipation.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Subject to the preceding paragraphterms and conditions of this Agreement, the Borrower shall at such time deposit US$ Commitments and the Multi-Currency Commitments may be utilized, upon the request of the Company, in a cash collateral account opened addition to the Loans provided for by Section 2.01 hereof or in Annex A hereto, as the case may be, for the issuance by the Administrative Agent an amount equal to Issuing Bank of standby letters of credit (collectively with the aggregate then undrawn and unexpired amount of such Existing Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, "LETTERS OF CREDIT") for the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) account of the equivalent amount in Dollars of Company or for the aggregate then undrawn and unexpired amount account of such Alternative Currency Letter of Credit its Subsidiaries as determined by the Administrative Agent on the day of acceleration; Company may specify, provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(bin no event shall (i) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency all Letter of Credit to be at least equal to one hundred and five percent (105%) Liabilities under the US$ Commitments or the Multi-Currency Commitments, together with the aggregate outstanding principal amount of the equivalent US$ Loans or the Multi-Currency Loans, as the case may be, exceed the aggregate amount in Dollars of the US$ Commitments or the Multi-Currency Commitments, as the case may be, as in effect from time to time, (ii) the aggregate then undrawn and unexpired outstanding amount of such Alternative Currency all Letter of Credit as determined by Liabilities under the Administrative Agent on US$ Commitments and the Multi-Currency Commitments exceed $100,000,000 and (iii) the expiration date of any Letter of Credit extend beyond the earlier of the Commitment Termination Date and the date one year following the issuance of such demandLetter of Credit (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which periods shall in any event not extend beyond the Commitment Termination Date). Amounts held in such cash collateral account shall be applied by On the Administrative Agent to the payment of drafts drawn under such Letters of CreditEffective Date, and the unused portion thereof after all such Existing Letters of Credit shall have expired or been fully drawn uponautomatically, if anywithout any action on the part of any Person, shall be applied deemed to repay the other Obligations on a pro rata basis. After all such be Letters of Credit issued and outstanding hereunder (with the Existing Letters of Credit denominated in Dollars being deemed to be issued under the US$ Commitments and the Existing Letters of Credit denominated in other currencies being deemed to be issued under the Multi-Currency Commitments). The following additional provisions shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned apply to the Borrower.Letters of Credit:

Letters of Credit. With respect (i) Subject to all the terms and conditions set forth herein, (A) each L/C Issuer shall, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, issue Letters of Credit with respect denominated in Dollars or in one or more Alternative Currencies applicable to which presentment such L/C Issuer for honor shall not have occurred at the time account of the Company or any of its Restricted Subsidiaries in an acceleration pursuant aggregate amount up to the preceding paragraphLetter of Credit Sublimit, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such amend Letters of Credit previously issued by it, in accordance with subsection (which such cash collateral shall be deposited b) below, and (2) honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Dollars)Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (w) the Total Outstandings shall not exceed the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars Facility, (x) the aggregate Outstanding Amount of the aggregate then undrawn and unexpired amount Revolving Credit Loans of any Lender, plus such Alternative Currency 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 Commitment, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit as determined Sublimit and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Administrative Agent on Company for the day issuance or amendment of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency a Letter of Credit is less than one hundred shall be deemed to be a representation by the 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 three percent (103%) of subject to the equivalent amount in Dollars of the undrawn terms and unexpired amount of such Alternative Currency Letter of Creditconditions hereof, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Company’s ability to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basisupon and reimbursed. After all such All Existing Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall be deemed to have been satisfied issued pursuant hereto, and all other Obligations shall have been paid in full, from and after the balance, if any, in such cash collateral account Restatement Effective Date shall be returned subject to and governed by the Borrowerterms and conditions hereof.

Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant (a) Subject to the preceding paragraphterms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) days prior to the Revolving Credit Maturity Date, the Borrower Issuing Lender shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit F hereto (which such cash collateral shall be deposited in Dollars); a “Letter of Credit Request”) to the Issuing Lender, provided that with respect to any Alternative Currency (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by Liabilities shall not exceed the Administrative Agent Letter of Credit Commitment, (iii) in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit) exceed the lesser of the Total Revolving Credit Commitment and (y) the sum of (A) the Borrowing Base Availability less (B) the sum of the outstanding principal amount of the Term Loans A and Term Loans B and commencing on the day Release of acceleration; provided furtherSecurity Date and continuing at all times thereafter, that if the aggregate outstanding principal amount of the Consolidated Total Unsecured Indebtedness (excluding the Loans and Letter of Credit Liabilities), or cause a violation of the covenant set forth in §9.1, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at anytime a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Administrative Agent determines Issuing Lender is satisfied that the amount deposited pursuant participation therein will otherwise be fully allocated to this Section 12.2(bthe Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Alternative Currency Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit is less than one hundred and three percent (103%) Request shall be executed by an Authorized Officer of the equivalent amount in Dollars Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the undrawn and unexpired amount Borrower. The Issuing Lender shall have no duty to verify the authenticity of such Alternative Currency any signature appearing on a Letter of Credit, the Credit Request. The Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) assumes all risks with respect to such Alternative Currency the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit to be at least equal to one hundred and five percent (105%) shall not exceed a period of time commencing on the issuance of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on and ending one year after the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to the payment of drafts Agent and the Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Revolving Credit Maturity Date). The amount available to be drawn under such Letters of Credit, and the unused portion thereof after all such Letters any Letter of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations reduce on a pro rata basis. After all such Letters of dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the BorrowerCommitment as a Revolving Credit Loan.

Letters of Credit. With (a) Subject to the terms and conditions hereof, at any time and from time to time from the Closing Date through the Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Commitment as Borrower may request by a Request for Letter of Credit which do not result in the aggregate effective face amount of all outstanding Letters of Credit being in excess of $25,000,000; provided that after giving effect to all such -------- Letters of Credit, the sum of (i) the aggregate principal amount of the --- outstanding Loans plus (ii) the aggregate amount available for drawing ---- under the outstanding Letters of Credit plus (iii) the aggregate amount of ---- all unreimbursed draws with respect to all Letters of Credit with respect to which presentment for honor Credit, shall not have occurred at exceed the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency applicable Commitment. No Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to be issued which would cause the aggregate amount of cash collateral deposited all LIBOR Loans having Interest Periods ending after any Reduction Date plus the aggregate face amount ---- of all Letters of Credit having expiry dates (including any mandatory extensions thereof) after that Reduction Date to be in excess of the amount of the Commitment, as scheduled to be reduced pursuant to this Section 12.2(b) with respect to such Alternative Currency 2.5 on that Reduction Date. Each Letter of Credit shall be in a form reasonably acceptable to be at least equal the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to one hundred and five percent (105%) the Administrative Agent, the terms of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter Letters of Credit as determined by shall not exceed 12 months from the Administrative Agent on date of issuance thereof (or, in the case of any renewal, 12 months from the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, renewal) and the unused portion thereof after all such Letters no Letter of Credit or renewal thereof shall have expired or been fully drawn upon, if any, shall be applied to repay a term which exceeds the other Obligations on a pro rata basisMaturity Date. After all such Letters Borrower will not request any Letter of Credit shall have expired or been fully drawn upon, which is not reasonably necessary in the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the ordinary course of business of Borrower.

Letters of Credit. With respect (a) The Agent further agrees to all issue or cause to be issued by a Lender, Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant Borrower’s account for any purpose acceptable to the preceding paragraphAgent in its reasonable discretion (the Agent or such Lender thereby becoming an Issuer) in amounts up to the lesser of: (a) Fifteen Million Dollars ($15,000,000) minus the then outstanding LC Obligations; (b) the Available Amount or (c) the then current Borrowing Base Limit, for the benefit of one or more beneficiaries to be named by Borrower (the “Beneficiary”, whether one or more), in form and substance acceptable to the Beneficiary. In order to effect the issuance of each Letter, Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal deliver to the aggregate then undrawn Agent a letter of credit application (the “Application”) not later than 11:00 a.m. (Denver time), five (5) Business Days prior to the proposed date of issuance of the Letter. The Application shall be duly executed by a responsible officer of Borrower, shall be irrevocable and unexpired amount of shall (i) specify the day on which such Letters of Credit Letter is to be issued (which such cash collateral shall be deposited in Dollarsa Business Day); provided , and (ii) be accompanied by a certificate executed by a responsible officer setting forth calculations evidencing availability for the Letter and stating that all conditions precedent to such issuance have been satisfied. The Agent shall provide Borrower and each Lender with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) a copy of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(bhas been issued. Each Letter shall (i) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to provide for the payment of drafts drawn under presented for honor thereunder by the beneficiary in accordance with the terms thereof, when such Letters of Credit, and drafts are accompanied by the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upondocuments described in the Letter, if any, shall and (ii) to the extent not inconsistent with the express terms hereof or the applicable Application, be applied subject, as applicable, to repay the other Obligations on Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or the International Standby Practices (ISP 98—International Chamber Of Commerce Publication Number 590) (in each case, together with any subsequent revisions thereof approved by a pro rata basis. After all such Letters Congress of Credit shall have expired or been fully drawn uponthe International Chamber of Commerce and adhered to by the Issuer, the Reimbursement Obligation shall have been satisfied “UCP” and all other Obligations shall have been paid the “ISP98”, respectively), and shall, as to matters not governed by the UCP or the ISP98, be governed by, and construed and interpreted in fullaccordance with, the balance, if any, laws of the State in such cash collateral account shall be returned to which the BorrowerIssuer resides.

Letters of Credit. With respect (a) The Letter of Credit Commitment. (i) Subject to all the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03 and within the limits of its L/C Commitment (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 with respect denominated in Dollars or in one or more Alternative Currencies for the account of the Company in an amount not to which presentment for honor shall not have occurred at exceed the time of an acceleration pursuant to the preceding paragraph, the Borrower shall aggregate Unused Revolving Credit Commitments at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal and to the aggregate then undrawn and unexpired amount of such amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (which such cash collateral shall be deposited 2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Dollars)Letters of Credit issued for the account of the Company and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Alternative Currency Letter of Credit, (x) the amount required to be deposited pursuant to this Section 12.2(bTotal Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Total Outstandings of each Revolving Credit Lender shall be equal to one hundred not exceed such Lender’s Revolving Credit Commitment, and five percent (105%z) the Outstanding Amount of the equivalent amount in Dollars of L/C Obligations shall not exceed the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined Sublimit. Each request by the Administrative Agent on Company for the day issuance or amendment of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency a Letter of Credit is less than one hundred shall be deemed to be a representation by the 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 three percent (103%) of subject to the equivalent amount in Dollars of the undrawn terms and unexpired amount of such Alternative Currency Letter of Creditconditions hereof, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient Company’s ability to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) with respect to such Alternative Currency Letter of Credit to be at least equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the date of such demand. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basisupon and reimbursed. After all such All Existing Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall be deemed to have been satisfied issued pursuant hereto, and all other Obligations shall have been paid in full, from and after the balance, if any, in such cash collateral account Closing Date shall be returned subject to and governed by the Borrowerterms and conditions hereof.

Letters of Credit. With respect During the Revolving Commitment Period, subject to all the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit with respect for the account of the Borrower or any of its Subsidiaries in the aggregate amount up to which presentment for honor but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Total Revolving Outstandings exceed the lesser of (I) the Inventory Availability Amount and (II) Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Obligations exceed the Letter of Credit Sublimit; and (iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date, and (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit. Subject to the foregoing (other than clause (iv)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time of an acceleration pursuant the Issuing Bank must elect to allow such extension; provided, further, in the preceding paragraph, the Borrower shall event that any Lender is at such time deposit in a cash collateral account opened by Defaulting Lender, unless the Administrative Agent an amount equal Issuing Bank has entered into arrangements satisfactory to the aggregate then undrawn and unexpired amount of such Letters of Credit Issuing Bank (which such cash collateral shall be deposited in Dollars); provided that with respect to any Alternative Currency Letter of Credit, the amount required to be deposited pursuant to this Section 12.2(b) shall be equal to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit as determined by the Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(bits sole discretion) with respect to any such Alternative Currency Letter of Credit is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by or such Defaulting Lender to eliminate the Administrative Agent deposit additional amounts (in Dollars) in the cash collateral account sufficient to cause the aggregate amount of cash collateral deposited pursuant to this Section 12.2(b) Issuing Bank’s Fronting Exposure with respect to such Alternative Currency Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Obligations in a manner reasonably satisfactory to the Administrative Agent, the Issuing Bank shall not be at least equal obligated to one hundred and five percent (105%) of the equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency issue or extend any Letter of Credit as determined by the Administrative Agent on the date of such demandhereunder. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters The Issuing Bank may send a Letter of Credit shall have expired or been fully drawn uponconduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, if any, shall be applied to repay the or any other Obligations on commercially reasonable means of communicating with a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowerbeneficiary.