Terms of Letters of Credit. Each Letter of Credit shall # be denominated in Dollars or one or more Alternative Currencies, # expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and # be subject to the [[Unknown Identifier]] or the UCP as set forth in the Letter of Credit Application and, as to matters not addressed thereby, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if # any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect as of the Closing Date or known to such Issuing Lender and that such Issuing Lender in good faith deems material to it, # the conditions set forth in [Section 6.2] are not satisfied, # the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or # the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

Issuance of Letters of Credit Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the earlier of the Revolver Termination Date or the Commitment Termination Date, on the terms set forth herein, including the following:

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit and may be issued in any Approved Currency; provided that # Barclays Bank PLC, in its capacity as an L/C Issuer, shall only be require to issue standby letters of credit and shall not be required to issue commercial letters of credit and # Credit Suisse AG, Cayman Islands Branch, in its capacity as an L/C Issuer, shall not be required to issue trade or performance letters of credit.

“Default Rate” means # when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to # the Base Rate plus # the Applicable Margin, if any, applicable to Base Rate Loans plus # 2% per annum; provided, however, that with respect to a Eurodollar RateTerm SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum and # when used with respect to Letter of Credit Fees, a rate equal to the applicable percentage set forth in [Section 2.18(a)] for Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus 2% per annum.

“Letter of Credit Fees” means the fees payable in respect of Letters of Credit pursuant to [Section 2.11(c)].

“Letter of Credit Collateralization” means either # providing cash collateral (pursuant to documentation reasonably satisfactory to Agent (including that Agent has a first priority (subject only to Permitted Liens arising by operation of law) perfected Lien in such cash collateral), including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in [Section 2.11(k)] of this Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 103% of the then existing Letter of Credit Usage, # delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and the applicable Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or # providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent in its Permitted Discretion in an amount equal to 103% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

Letter of Credit Fees. The Company shall pay # to the Administrative Agent for the account of the Banks ratably a letter of credit fee accruing daily on the aggregate undrawn amount of all outstanding Letters of Credit at a rate per annum equal to the Letter of Credit Fee Rate for such day and # to each Issuing Bank for its own account, a letter of credit fronting fee accruing daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Bank at such rate as may be mutually agreed between the Company and such Issuing Bank from time to time. Such letter of credit fees shall accrue from the Closing Date to the Revolving Termination Date (or, if later, the latest date on which any Letter of Credit may be drawn) and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on June 30, 2021 through the Revolving Termination Date (or such latest date), with the final payment to be made on the Revolving Termination Date (or such latest date).

all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

Obligation to Issue Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Borrowers herein set forth, each Issuing Bank hereby agrees to issue for the account of either Borrower as the applicant thereof, for the support of its or its Subsidiaries’ obligations, through the applicable Issuing Bank’s branches as it and the Borrowers may jointly agree, one or more Letters of Credit denominated in any Agreed Currency in accordance with this Article III from time to time during the period commencing on the Restatement Effective Date and ending on the date five (5) Business Days immediately preceding the Revolving Loan Termination Date (but subject to Section 3.3 below). The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s (including the Subsidiary Borrower’s) obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the Reimbursement Obligations in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 3.8 to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person # to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or # in any manner that would result in a violation of any Sanctions by any party to this Agreement.