The Letter of Credit Commitment. (i) Subject to the terms and conditions hereof and of any additional Letter of Credit Documents required by the L/C Issuer and relying upon the representations and warranties herein set forth # based upon the agreements of the Lenders set forth in this [Section 2.3], the L/C Issuer agrees # from time to time on any Business Day during the Availability Period to issue Letters of Credit denominated in Dollars for the account of the Borrowers (provided that any Letter of Credit may be for the joint account of the Borrowers and any Subsidiary of a Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with [Section 2.3(b), and (2)])] to honor conforming drafts under the Letters of Credit and # the Lenders severally agree to participate in Letters of Credit issued pursuant to this [Section 2.3]; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any such Letter of Credit if immediately after giving effect to such L/C Credit Extension, # the Revolving Exposure of any Lender would exceed such Lender's Revolving Commitment, or # the Total Revolving Outstandings would exceed the aggregate Revolving Commitments.

A Participant may from time to time designate that certain Shares or Share Equivalents that are owned solely by the Participant or otherwise credited solely to the Participant be credited to the Account of such Participant. A Participant shall be permitted to so designate any Shares or Share Equivalents only to the extent the following requirements have been satisfied:

Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit ​ set forth in this [Section 2.03], # from time to time on any Business Day during the period from the Amendment No. 6 Effective Date until 30 days prior to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or any Alternative Currency for the account of each Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with [Section 2.03(b), and (2)])] to honor drawings under the Letters of Credit; and # the Revolving Credit ​ severally agree to participate in Letters of Credit issued for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments after giving effect to Amendment No. 6; provided that, on the Amendment No. 6 Effective Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit ​ so that, after giving effect thereto, the Revolving Credit ​ shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to Amendment No. 6 and any L/C Credit Extension and expiration of any Letter of Credit on the Amendment No. 6 Effective Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI 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 no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit ​ shall be obligated to participate in any Letter of Credit if, as of the date of such L/C Credit Extension, # the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Letter of Credit Sublimit, provided, that each L/C Issuer, may at its sole discretion make an L/C Credit Extension in excess of its Pro Rata Share so long as the Outstanding Amount of all L/C Obligations would not exceed the Letter of Credit Sublimit, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit ​ plus such Revolving Credit ​’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit ​’s Revolving Credit Commitment, # the Total Outstandings would exceed the Total Revolving Credit Commitments or # the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment No.6 Effective Date shall be subject to and governed by the terms and conditions hereof.

Commitment Fee and Anniversary Fee. In connection with the Revolving Line, # a fully earned, non-refundable commitment fee of One Hundred Thousand Dollars ($100,000) due and payable on the Third Amendment Effective Date (the “Commitment Fee”) and # a fully earned, non-refundable anniversary fee of One Hundred Thousand Dollars ($100,000) due and payable on each anniversary of the Third Amendment Effective Date.

Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify ​ of any termination or reduction of the unused portions of the Letter of Credit Sublimit, the unused Revolving Credit Commitments or the unused Term Loan Commitments under this [Section 2.06]. Upon any reduction of unused Revolving Credit Commitments or unused Term Loan Commitments, the Revolving Credit Commitments or Term Loan Commitments, as applicable, of each Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which the applicable Facility is reduced. Optional reductions of the unused Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Revolving Credit Commitments. All Commitment Fees accrued until the effective date of any termination of the Total Revolving Credit Commitments shall be paid on the effective date of such termination.

Voluntary Reduction of Aggregate Revolving Loan Commitment. The Company (on behalf of itself and the Subsidiary Borrower) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Loan Lenders of such Class, in an aggregate minimum amount of $5,000,000 with respect thereto and integral multiples of $2,500,000 in excess of that amount with respect thereto (unless the Revolving Loan Commitments of a Class are reduced in whole), upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the total Revolving Loan Commitments of any Class may not be reduced below the Dollar Amount of the Revolving Credit Obligations of such Class. All accrued commitment fees in respect of such Class shall be payable on the effective date of any termination of the obligations of any Revolving Loan Lenders of such Class to make Revolving Loans of such Class hereunder.

Mandatory Prepayments upon Commitment Terminations and Reductions. If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.07(a) or (b), the Total Credit Exposure exceeds the Aggregate Commitments (as reduced), then # the Borrower shall prepay the Revolving Loans and/or Swingline Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess, and # if any excess remains after prepaying all of the Revolving Loans and Swingline Loans as a result of LC Exposure, the Borrower shall cash collateralize such remaining excess as provided in Section 2.04(j). The Borrower shall be obligated to make such prepayment and/or deposit of such cash collateral on the date of the effectiveness of such termination or reduction.

Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date:

“Commitment” means a Term A-1 Commitment, a Term A-2 Commitment or a Revolving Credit Commitment, as the context may require.

“Incremental Commitment” means an Incremental Revolving Commitment or an Incremental Term Commitment.