Subject to the terms and conditions set forth herein, # the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this [Section 2.03], # from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and # the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit 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 provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to 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 drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Article # THE COMMITMENTS AND BORROWINGS ........................................................................... 23

“Revaluation Date” means # with respect to any Loan, each of the following: # each date of a Borrowing of a Loan denominated in an Alternate Currency, # each date of a continuation of a Loan denominated in an Alternate Currency, and # such additional dates as the [[Person A:Person]] shall determine or the Required Lenders shall require; and # with respect to any Letter of Credit, each of the following: # each date of issuance of a Letter of Credit denominated in an Alternate Currency, # each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, # each date of any Letter of Credit Loan by an Issuing Bank with respect to any Letter of Credit denominated in an Alternate Currency, # in the case of the Starwood Letters of Credit, the Effective Date, and # such additional dates as the [[Person A:Person]] or any Issuing Bank shall determine or the Required Lenders shall require.

Section # Conditions Precedent to Each Loan and Letter of Credit 111110

Certain Credit Support Events. If, as of the Termination Date, any Letter of Credit Outstandings or Swing Loan Outstandings remain outstanding for any reason, upon the request of the [[Person A:Person]], the Issuing Banks or the Swing Loan Banks, the Company shall immediately Cash Collateralize the then Letter of Credit Outstandings in an amount equal to 103% of # the Available Amount of each Letter of Credit then outstanding in the Currency of such Letter of Credit and # the outstanding principal amount of each Letter of Credit Loan in the Currency of such Loan and the then Swing Loan Outstandings in an aggregate amount equal to 103% of the outstanding principal amount of each Swing Loan in the Currency of such Swing Loan. Upon the request of the [[Person A:Person]] or an Issuing Bank, if such Issuing Bank has made a Letter of Credit Loan, the Company shall immediately Cash Collateralize such Letter of Credit Loan in an amount equal to 103% of the outstanding principal amount of such Letter of Credit Loan in the Currency of such Loan. At any time that there shall exist a Defaulting Lender, immediately upon the request of the [[Person A:Person]], the Issuing Banks or the Swing Loan Banks, the Company shall deliver to the [[Person A:Person]] Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to [Section 3.10(a)(iv)] and any Cash Collateral provided by such Defaulting Lender).

Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

SECTION # AFFIRMATIVE COVENANTS 4041

“Principal Amount” means # the stated or principal amount of each Dollar Denominated Loan or Dollar Denominated Letter of Credit or L/C Obligation with respect thereto, as applicable, and # the Dollar Equivalent of the stated or principal amount of each Foreign Currency Denominated Loan and Foreign Currency Denominated Letter of Credit or L/C Obligation with respect thereto, as the context may require.

“Loan Documents” means, collectively, this Agreement, the Revolving Credit Notes, the FILO Notes, any Incremental Amendment and any Extension Amendment, the Guaranty, the Fee Letter, the FILO Fee Letter, each Letter of Credit Reimbursement Agreement, the Collateral Documents, the Issuer Documents, the Ratification Agreement and each certificate, agreement or document executed by a Loan Party and delivered to the [[Administrative Agent:Organization]] or any Lender in connection with or pursuant to any of the foregoing.

Existing Letters of Credit. On the Restatement Date, # each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into a Letter of Credit under this Agreement and subject to the provisions hereof as if each such Existing Letter of Credit had been issued on the Restatement Date by the L/C Issuer, # each such Existing Letter of Credit shall be included in the calculation of L/C Obligations and Revolving Credit Exposure, # the issuer thereof shall be deemed to be the L/C Issuer with respect to such Existing Letter of Credit and # all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.