its consent) issued for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower will be the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment) and to amend or renew Letters of Credit previously issued by it, in accordance with [Section 2.05(b), and (B)])] to honor drafts under the Letters of Credit, and # the Revolving ​ severally agree to participate in the Letters of Credit issued pursuant to [Section 2.05(d)].

its consent) issuedSubject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon 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 Closing Date until the Letter of Credit Expiration Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Borrower or any Restricted Subsidiary (provided thatof the Borrower will be the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment) and to amend or renew Letters of Credit previously issued by it, in accordance with [Section‎Section 2.05(03(b), and (B)])](2) to honor drafts under the Letters of Credit,Credit and # the Revolving Credit ​ severally agree to participate in the Letters of Credit issued pursuant to [Sectionthis ‎Section 2.05(d)].03; provided that no L/C Issuer shall 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 Letter of Credit if as of the date of such L/C Credit Extension, # the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, # the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment or # the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 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 be issued hereunder in the name of the Borrower for the benefit of the Borrower or Subsidiary of the Borrower in whose name such Existing Letter of Credit is outstanding immediately prior to the Closing Date and shall constitute Letters of Credit subject to the terms hereof.

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, may, in its consent) issuedsole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided thatLoan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower will bein the applicantrequest for such Letter of Credit) on the terms and conditions hereinafter set forth; provided that # each Letter of Credit shall expire on the earlier of # 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 # the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; # each Letter of Credit shall be issued byin a singlestated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and # the Borrower may not request any Letter of Credit if, after giving effect to such issuance, # the aggregate LC Exposure would exceed the LC Commitment or # the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and # the Borrower shall not request, and no Issuing Bank determinedshall have 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 such funding, is the subject of any Sanctions or (BB) in any manner that would result in a violation of any Sanctions by theany party to this Agreement. The Borrower to the extent possible suchhereby acknowledges and agrees that the Stated Amount of allExisting Letters of Credit are deemed to be issued by the applicable Issuing Bank, as an Issuing Bank does not exceedhereunder, for the account of the Borrower. 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 Issuing Bank’Lender’s LC Commitment) andPro Rata Share of the aggregate amount available to amend or renewbe drawn under such Letter of Credit # on the Closing Date with respect to all Existing Letters of Credit previously issued by it, in accordanceand # on the date of issuance with [Section 2.05(b), and (B)])]respect to honor drafts under theall other Letters of Credit, and #Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving ​ severally agreeCommitment of each Lender by an amount equal to participate in the Lettersamount of Credit issued pursuant to [Section 2.05(d)].such participation.

its consent) issuedSubject 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 Closing 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 for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower will be the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment)Borrower, and to amend or renewextend Letters of Credit previously issued by it, in accordance with [Section 2.05(03(b), and (B)(2)])] to honor draftsdrawings under the Letters of Credit,Credit; and # the Revolving Credit ​ severally agree to participate in the 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; provided that, on the Closing 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 any L/C Credit Extension and expiration of any Letter of Credit on the Closing 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 Lender 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, # the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’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 Closing Date shall be subject to [Section 2.05(d)].and governed by the terms and conditions hereof.

its consent)SECTION # Letters of Credit. i. General. Subject to the terms and conditions set forth herein, each Issuing Bank agrees to issue Letters of Credit for the Borrower’s own account or, so long as the Borrower is a joint and several co-applicant with respect thereto, the account of any Subsidiary, denominated in dollars and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any Subsidiary as provided in the Borrower or any Restricted Subsidiary (provided that the Borrowerfirst sentence of this paragraph, it will be fully responsible for the applicantreimbursement of LC Disbursements, the payment of interest thereon and that eachthe payment of fees due under [Section 2.12(b)] to the same extent as if it were the sole account party in respect of such Letter of Credit. Each Letter of Credit outstanding on the Second Refinancing Facility Agreement Effective Date shall be deemed, for all purposes of this Agreement (including paragraphs (d) and (f) of this Section), to be a Letter of Credit issued hereunder for the account of the Borrower. Notwithstanding anything contained in any letter of credit application furnished to any Issuing Bank in connection with the issuance of any Letter of Credit, # all provisions of such letter of credit application purporting to grant liens in favor of the Issuing Bank to secure obligations in respect of such Letter of Credit shall be issued by a single Issuing Bank determineddisregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents, and # in the event of any inconsistency between the terms and conditions of such letter of credit application or any other agreement submitted by the Borrower toto, or entered into by the extent possible such thatBorrower with, the Stated Amount of all Letters of Credit issued by anapplicable Issuing Bank does not exceed such Issuing Bank’s LC Commitment) andrelating to amend or renew Letters of Credit previously issued by it, in accordance with [Section 2.05(b), and (B)])] to honor drafts under the Lettersany Letter of Credit, and # the Revolving ​ severally agree to participate interms and conditions of this Agreement, the Lettersterms and conditions of Credit issued pursuant to [Section 2.05(d)].this Agreement shall control.

its consent) issuedSubject to the terms and conditions set forth herein, # the L/C Issuer agrees, in reliance upon the agreements of the Revolving ​ set forth in this Section, # from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower​ or any Restricted Subsidiary (provided that the Borrower will be the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment)its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with [Section 2.05(03(b), and (B)(2)])] to honor draftsdrawings under the Letters of Credit,Credit; and # the Revolving [[Lenders:Parties:Organization]] severally agree to participate in the Letters of Credit issued pursuantfor the account of the ​ or its Subsidiaries and any drawings thereunder; provided that after giving effect to [Section 2.05(d)any L/C Credit Extension with respect to any Letter of Credit, # the Total Revolving Outstandings shall not exceed the Revolving Facility, # the Revolving Exposure of any Revolving [[Organization A:Organization]]. shall not exceed such [[Organization A:Organization]]’s Revolving Commitment, and # the Outstanding Amount of the L/C

its consent) issuedThe Letter of Credit Commitment. Subject to the terms and conditions set forth herein, # each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit 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 for the account of the Borrower or any of its Restricted SubsidiarySubsidiaries (provided that the Borrower will behereby irrevocably agrees to reimburse the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of allapplicable L/C Issuer for amounts drawn on any Letters of Credit issued by an Issuing Bank does not exceedfor the account of its Restricted Subsidiary on a joint and several basis with such Issuing Bank’s LC Commitment)Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with [SectionSection 2.05(03(b), and (B)])](2) to honor drafts under the Letters of Credit,Credit issued by such L/C Issuer and # the Revolving ​Credit Lenders under any Revolving Facility severally agree to participate in the Letters of Credit issued pursuantfor the account of the Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall issue any Letter of Credit if, as of the date of such issuance (and after giving effect thereto) # with respect to [Section 2.05(d)].any Revolving Facility, the sum of the Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Commitments in respect of such Revolving Facility, # with respect to any Revolving Facility, the aggregate Dollar Amount of the Outstanding Amount of the Revolving Credit Loans of any Lender under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations under such Revolving Facility, plus the Dollar Amount of such Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed such Lender’s Revolving Credit Commitment under such Revolving Facility, # the Dollar Amount of the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, # the Letter of Credit is denominated in an Alternative Currency other than Euros or Pounds Sterling which has not been agreed to by the Administrative Agent, such L/C Issuer, all of the Revolving Credit Lenders and the Borrower, # the Dollar Amount of the Outstanding Amount of such L/C Issuer’s L/C Obligations would exceed such L/C Issuer’s L/C Commitment or # the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. 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 foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

its consent) issuedThe 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 Borrower or any Restricted SubsidiaryBorrowers (provided that the Borrower will be the applicant and that eachany Letter of Credit shallmay be issued byfor the joint account of the Borrowers and any Subsidiary of a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment)Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with [Section 2.05(3(b), and (B)(2)])] to honor conforming drafts under the Letters of Credit,Credit and # the Revolving ​Lenders severally agree to participate in the Letters of Credit issued pursuant to this [Section 2.05(d)].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.

its consent)Subject to the terms and conditions set forth herein, # each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, # from time to time on any Business Day during the Revolving Commitment Period on or prior to the fifth Business Day prior to the Revolving Commitment Termination Date, to issue Letters of Credit for the account of the ​, subject to satisfactory receipt of such information and documentation reasonably requested by the Administrative ​ or any ​ in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, or a Restricted Subsidiary (provided that any Letter of Credit issued for the benefit of any Restricted Subsidiary shall be issued for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower will be the applicant and that each​ but such Letter of Credit shall beindicate that it is being issued by a single Issuing Bank determined byfor the Borrower to the extent possiblebenefit of such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment)Restricted Subsidiary) and to amendamend, renew or renewextend Letters of Credit previously issued by it, in accordance with [SectionSection 2.05(04(b), and (B)])](2) to honor draftsdrawings under the Letters of Credit,Credit; and # the Revolving ​Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that the Issuing Banks shall not be obligated to make any Letter of Credit Extension if, as of the date of such Letter of Credit Extension, # the Total Utilization of Revolving Commitments would exceed the Revolving Commitments, # the Total Utilization of Revolving Commitments of any Revolving ​, would exceed such ​’s Revolving Commitment, # the Letter of Credit Usage would exceed the Letter of Credit Sublimit or # the Letter of Credit Usage with respect to Letters of Credit issued pursuantby such Issuing Bank would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit. Within the foregoing limits, and subject to [Section 2.05(d)the terms and conditions hereof, the [[Borrower:Organization]].’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the ​ 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.