"Existing Letters of Credit" means those letters of credit issued pursuant to the DIP Credit Agreement and outstanding on the Closing Date, if any.

Schedule #05A Existing Letters of Credit

Schedule #(d) Existing Letters of Credit

“Letter of Credit” and “Letters of Credit” means any standby or commercial letter of credit issued hereunder and shall include the Existing Letters of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

Compensation for Letters of Credit. The Borrowers agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, the Letter of Credit Fee specified in, and in accordance with the terms of, [Section 2.19].

Terms of Letters of Credit. Each Letter of Credit shall # be denominated in Dollars in a minimum amount of $100,000, (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), # 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. 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 or known to such Issuing Lender as of the Closing Date 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.

Subject to the terms and conditions hereof, [[Organization B:Organization]] shall # issue or cause the issuance of standby and/or trade letters of credit (such letters of credit, the "Letters of Credit" and individually a "Letter of Credit") for the account of any Borrower or # accept or cause to be accepted Acceptances; provided, however, that [[Organization B:Organization]] will not be required to issue or cause to be issued any Letters of Credit or accept or cause to be accepted any Acceptances to the extent that the issuance or acceptance thereof would then cause the sum of # the outstanding Revolving A Advances plus # Maximum Undrawn Amount of outstanding Letters of Credit plus # the outstanding Swing Loans plus # outstanding Acceptances to exceed the lesser of # the Maximum Revolving A Advance Amount or # the Formula Amount (without giving effect to clause (iv) of the definition thereof). The Maximum Undrawn Amount of outstanding Letters of Credit plus the aggregate amount of outstanding Acceptances shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit and Acceptances shall be deemed to be Eurodollar Rate Loans consisting of Revolving A Advances and shall bear interest at the Revolving A Interest Rate for Eurodollar Rate Loans; Letters of Credit that have not been drawn upon shall not bear interest.

shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

The Administrative Agent shall have received evidence satisfactory to it that the commitments under the Existing Credit Agreement shall have been terminated and cancelled and all indebtedness and other outstanding payment obligations thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans and except in the case of the Existing Letters of Credit deemed to be reissued under [Section 2.06] of this Agreement; provided, however, that all fees owing in respect of such Existing Letters of Credit under the Existing Credit Agreement shall be repaid in full).

“Existing Letters of Credit” has the meaning assigned to such term in Section 2.06(a).