Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have an obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Date. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for ----------------- the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided -------- that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Total Extensions of Credit would exceed the Available Revolving lesser of (x) the Total Commitments would be less than zeroand (y) the Borrowing Base then in effect. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that which is five three Business Days prior to the Revolving Termination Maturity Date. (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Section 3.4(a)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day during the Initial Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation or cause to participate in) be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 200,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Initial Revolving Termination Date.; provided, that any Letter of Credit with a one-year term may provide for the extension thereof for additional one-year periods (or a longer period if agreed to 42 (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would (i) conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) violate one or more policies of general application of the Issuing Lender now or hereafter in effect.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit substantially in the form of Exhibit H hereto (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the either Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be reasonably approved from time to time by such the Issuing LenderBank; provided that no the Issuing Lender Bank shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment $10,000,000 or (ii) the aggregate amount sum of the Available total Revolving Credit Exposures would exceed the total Revolving Credit Commitments would be less than zero. (or, at any time prior to the Tender Closing Date, $175,000,000). (b) Each Letter of Credit shall shall: (i) be denominated in DollarsDollars and shall be a standby letter of credit issued to support obligations of the Parent or any of its Subsidiaries, contingent or otherwise, incurred in connection with the operation of their respective businesses; and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Credit Termination Date. (bc) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions -------------- hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), Lender agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by such Issuing the Lender; provided provided, that no Issuing the Lender shall have an -------- no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate amount of the Available Revolving Commitments Commitment would be less than zero. Each Letter of Credit shall (i) be denominated in DollarsDollars in a minimum amount of $10,000, (ii) have be a face amount standby letter of at least $100,000 (unless otherwise agreed by credit issued to support obligations of the relevant Issuing Lender) and Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Lender, which date shall be no later than the date that is five Business Days prior Termination Date and (iv) be subject to the Revolving Termination Date. (b) No Issuing Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of Georgia. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing the Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.4(a2.03(a), agrees to issue issue, renew and extend letters of credit issued under the Existing L/C Agreement as set forth on Schedule 2.01 and new letters of credit (collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the relevant Issuing LenderBank; provided that no such Issuing Lender Bank shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, renewal or extension, as the case may be, (i) the Total L/C Obligations Exposure would exceed the L/C Total Commitment or (ii) the aggregate amount L/C Exposure of the Available Revolving Commitments any Bank would be less than zeroexceed such Bank’s Commitment. Each Letter of Credit shall (iA) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) Dollars or in an Alternate Currency and (iiiB) expire no later than the date that is five Business Days prior to the Revolving Termination Dateeighteen months after its date of issuance, renewal or extension. (b) No Each Issuing Lender Bank shall not at any time be obligated to issue issue, renew or extend any Letter of Credit hereunder if such issuance issuance, renewal or extension would conflict with, or cause such Issuing Lender Bank or any L/C Participant Bank to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters the Letter of credit (“Letters of Credit”) Credit for the account of the Borrower or the Borrower’s Subsidiaries on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have an obligation to issue Closing Date. (and no Revolving Lenders shall have an obligation to participate inb) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each The Letter of Credit shall (i) be denominated in DollarsDollars in a minimum amount of $100,000, (ii) have be a face amount letter of at least $100,000 (unless otherwise agreed by credit issued to support obligations of the relevant Issuing Lender) and Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no later than (A) have a term not exceeding the date that is five Business Days prior Termination Date, and (B) otherwise be reasonably satisfactory to the Revolving Termination Date. Issuing Lender, and (biv) No be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any the Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to the Letter of LawCredit shall also include extensions or modifications of the Letter of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue commercial and standby letters of credit (“"Letters of Credit”") for the account of the Borrower or any Subsidiary on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that -------- no Issuing Lender shall have an any obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the -------- renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower or any other Group Member on any Business Day during the Revolving Credit Commitment Period commencing on the Issuing Lender Availability Date and in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have an any obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit Domestic L/C shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date that of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date. (b) No Issuing Lender shall at any time be obligated to issue ; PROVIDED that any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.with a one-year term may provide for the

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters Trade Letters of credit Credit or Standby Letters of Credit (the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may the Borrower shall request that shall be approved from time reasonably acceptable to time by such Issuing Lender; provided that no Issuing Lender shall have an obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, if after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Commitment or (iiB) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) (I) the first anniversary of its date that is five Business Days prior to of issuance, in the case of Standby Letters of Credit or (II) One Hundred Eighty (180) calendar days from the date of its issuance, in the case of Trade Letters of Credit and (y) the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders Banks set forth in Section 3.4(asubsection 4.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower HCC on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing LenderBank; provided that no the Issuing Lender Bank shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments Commitment would be less than zero. . (b) Each Letter of Credit shall shall: 42 37 (i) be denominated in DollarsDollars and shall be either (1) a standby letter of credit issued to support obligations of HCC (a "Standby Letter of Credit"), or (2) a commercial letter of credit issued in respect of the purchase of goods or services by HCC and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Date. (bc) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a2.8(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments minus the aggregate amount of reserves established (and then in effect) by the Administrative Agent pursuant to Section 2.1(c) would be less than zero. Each Letter of Credit shall (iA) be denominated in Dollars, (iiB) have a face amount of at least $100,000 500,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit substantially in the form of Exhibit H hereto (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one–year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, hereof and in reliance on the agreements of the other Revolving Lenders set forth in Section subsection 3.4(a), each Issuing Lender agrees to issue letters of credit (“the "Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no an Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Date. (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, violate or cause violation by such Issuing Lender or any L/C Participant to exceed of any limits imposed by, by any applicable Requirement of LawLaw (exclusive of any organizational or governance document of any Lender or Agent) imposed after the Closing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each --------------------- the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for ----------------- the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Borrower shall not request the Issuing Lender shall have an obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any -------- Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 2,500,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Date. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of -------------- ---------- Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such ------ customary form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have an obligation to not issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after -------- giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment lesser of (x) $50,000,000 or (iiy) the aggregate amount of the Aggregate Available Revolving Commitments would be less than zeroCredit Commitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the Termination Date and (y) the date that which is five Business Days prior to the Revolving Termination Date12 months after its date of issuance. (b) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant other Lender to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Issuer, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.3(a), agrees to issue letters of credit L/Cs (“Letters of Credit”"L/Cs") for the account of the Borrower DW Animation on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lenderthe L/C Issuer; provided that no Issuing Lender the L/C Issuer shall have an no obligation to issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit L/C if, after giving effect to such issuance, (i) the sum of the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zeroCommitment. Each Letter of Credit shall L/C (i) shall be denominated in Dollars, (ii) have shall expire no later than the earlier of (x) the fifth Business Day prior to the Scheduled Termination Date and (y) the first anniversary of the date of issuance thereof, provided that any L/C with a one-year tenor may provide for the renewal thereof for additional one-year periods, and provided, further, that in no event shall such L/C extend beyond the date that is the fifth Business Day prior to the Scheduled Termination Date) and (iii) unless otherwise agreed by the L/C Issuer in its sole discretion, shall be in a face amount of at least $100,000 (unless otherwise agreed by 1,000,000. It is understood that the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Dateletter of credit described on Schedule 3.1 hereto shall be a "L/C" for all purposes of this Agreement. (b) No Issuing Lender The L/C Issuer shall not at any time be obligated to issue any Letter of Credit L/C hereunder if such issuance would conflict with, or cause such Issuing Lender the L/C Issuer or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or any Subsidiary Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an obligation to not issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal or renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower Company on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an obligation to not issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Loan Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each -------------- the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of ---------- Credit”") for the account of the Borrower on any Business Day during the ------ Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have an no obligation to -------- issue (and no Revolving Lenders shall have an obligation to participate in) any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the date that is five Business Days prior to the Revolving Termination Date. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in Section 3.4(a)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day during the Initial Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have an no obligation to issue (and no Revolving Lenders shall have an obligation or cause to participate in) be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 200,000 (unless otherwise agreed by the relevant Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date that is five Business Days prior to the Revolving Termination Date.of 45 (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would (i) conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) violate one or more policies of general application of the Issuing Lender now or hereafter in effect.