Common use of Letter of Credit Guaranty Clause in Contracts

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days from the date of issuance (the "Letters of Credit"), with the L/C Issuer, the Borrowers have requested the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers will be the account parties for application for a Letter of Credit, which shall be substantially in the form of Exhibit K hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer or such other written form or computer transmission system as may from time to time be approved by the L/C Issuer and the Administrative Agent, and shall be duly completed in a manner reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a1) In order to assist the Borrowers in establishing or opening not more than 3 standby documentary letters of creditcredit with the Letter of Credit Issuer, which shall not have expiration dates that exceed 364 180 days from the date of issuance thereof or that exceed 30 days prior to the Revolving Credit Termination Date (the "Letters of Credit"), and with respect to the L/C IssuerLetters of Credit described in Section 2.17(j) hereof, the Borrowers have requested that the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated handled by the Administrative Agent subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers will be be, jointly and severally, the account parties party for any application for a Letter of Credit, which application shall be substantially in the form of Exhibit K G hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer or such other written form or computer transmission system as may from time to time be approved by the L/C Letter of Credit Issuer and the Administrative Agent, Agent and which shall be duly completed in a manner reasonably acceptable to the Administrative AgentAgent (such application, together with such other certificates, -38- 47 agreements, documents and other papers and information as the L/C Letter of Credit Issuer or the Administrative Agent may reasonably request (request, collectively the "Letter of Credit Application"). In The Letters of Credit shall be issued with respect to transactions occurring in the event of any conflict between the terms ordinary course of the Letter business of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall controlBorrowers.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days from later than the date of issuance Final Maturity Date (the each a "Letters Letter of Credit"), with the L/C Issuer, the Borrowers have Borrower has requested the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersBorrower, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Borrower will be the account parties party for the application for a each Letter of Credit, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be reasonably approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed at a time and in a manner reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include without limitation, the requested date of issuance and the name and address of the beneficiary (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of creditcredit (each, a “Letter of Credit Accommodation”), which shall not have expiration dates that exceed 364 days from later than the date of issuance that is five (5) days prior to the "Letters of Credit"Maturity Date (or such later date as may be agreed to by the Agents, the L/C Issuer and the Required Lenders), with the L/C Issuer, the Borrowers have Borrower has requested the Administrative Agent to join in the applications for such Letters Letter of Credit, Credit Accommodations and/or guarantee payment or performance of such Letters Letter of Credit Accommodations and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's ’s credit to that of the BorrowersBorrower, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of CreditCredit Accommodation. The Borrowers Borrower will be the account parties party for the application for a of each Letter of CreditCredit Accommodation, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "“Letter of Credit Application"”). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days 12 months from the date of issuance (although, subject to the "Letters terms and conditions hereof, any such standby letter of credit may be extendable for successive periods of up to 12 months on terms and conditions reasonably satisfactory to the Administrative Agent and subject to the conditions set forth in Article V) (each a “Letter of Credit"”), with the L/C Issuer, the Borrowers have Borrower has requested the Administrative Agent to join in the applications for such Letters of Credit, and/or or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's ’s credit to that of the BorrowersBorrower, and the Administrative Agent has agreed (subject to the last sentence of this Section 3.01(a)) to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Borrower will be the account parties party for the application for a each Letter of Credit, which shall be substantially in the form of Exhibit K hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner reasonably acceptable satisfactory to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request (the "“Letter of Credit Application"”). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control. Notwithstanding anything herein to the contrary, prior to the appointment of Wxxxx Fargo Foothill, Inc. or another financial institution capable of providing letters of credit as the Administrative Agent, the Agents and the Lenders shall have no obligation whatsoever to issue or arrange for the issuance of any Letter of Credit, even if Borrower has fully satisfied all of the conditions precedent in Section 5.02 (it being understood and agreed that any request by Borrower to establish or open a Letter of Credit may be declined for any reason or no reason in the sole and absolute discretion of the Administrative Agent).

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days 12 months from the date of issuance (although, subject to the terms and conditions hereof, any such standby letter of credit may be extendable for successive periods of up to 12 months on terms and conditions reasonably satisfactory to the Administrative Agent and subject to the conditions set forth in Article V) (each a "Letters Letter of Credit"), with the L/C Issuer, the Borrowers have Borrower has requested the Administrative Agent to join in the applications for such Letters of Credit, and/or or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersBorrower, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Borrower will be the account parties party for the application for a each Letter of Credit, which shall be substantially in the form of Exhibit K hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner reasonably acceptable satisfactory to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby letters of creditcredit (each, a "Letter of Credit ---------------- Accommodation"), which shall not have expiration dates that exceed 364 days from later than ------------- the date of issuance (the "Letters of Credit")Final Maturity Date, with the L/C Issuerissuer, the Borrowers have requested the Administrative Agent to join in the applications for such Letters Letter of Credit, Credit Accommodations and/or guarantee payment or performance of such Letters Letter of Credit Accommodations and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of CreditCredit Accommodation. The Borrowers will be the account parties for the application for a of each Letter of CreditCredit Accommodation, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "Letter of Credit Application"). In the event of any ---------------------------- conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 a standby letters letter of credit, which shall not have expiration dates that exceed 364 days from credit in the date stated amount of issuance (the "Letters of Credit"), with the L/C IssuerSubfacility, to be issued by the L/C Issuer on the Effective Date in favor of the Existing Lender in order to provide for payment of all reimbursement and other payment obligations of the Borrower with respect to the Fleet Letter of Credit, the Borrowers have Borrower has requested the Administrative Agent to join in the applications application for such Letters letter of credit (the "Support Letter of Credit"), and/or guarantee payment or performance of such Letters the Support Letter of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersBorrower, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any the Support Letter of Credit. The Borrowers Borrower will be the account parties party for the application for a the Support Letter of Credit, which shall be substantially in the form of Exhibit K hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer or such other written form or computer transmission system as may from time to time be approved by the L/C Issuer and the Administrative Agent, and shall be duly completed in a manner reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Allied Systems in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days from later than the date of issuance Final Senior Loan Maturity Date (the each a "Letters Letter of Credit"), with the L/C Issuer, the Borrowers have Allied Systems has requested the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersAllied Systems, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Allied Systems will be the account parties for the application for a each Letter of Credit, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby letters of creditcredit (each, a "Letter of Credit Accommodation"), which shall not have expiration dates that exceed 364 days from later than the date of issuance (the "Letters of Credit")Final Maturity Date, with the L/C Issuer, from time to time after the Final Facility Effective Date to the Final Maturity Date, the Borrowers have requested will request the Administrative Agent to join in the applications for such Letters Letter of Credit, Credit Accommodations and/or guarantee payment or performance of such Letters Letter of Credit Accommodations and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters The Administrative Agent shall have no obligation to assist the Borrowers in establishing or opening any Letter of Credit shall only be issued on Accommodations prior to the Final Facility Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of CreditCredit Accommodation. The Borrowers will be the account parties for the application for a of each Letter of CreditCredit Accommodation, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby documentary letters of creditcredit with the Letter of Credit Issuer, which shall not have expiration dates that exceed 364 180 days from the date of issuance thereof or that exceed 30 days prior to the Revolving Credit Termination Date (the "Letters of Credit"), and with respect to the L/C IssuerLetters of Credit described in Section 2.17(j) hereof, the Borrowers have requested that the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated handled by the Administrative Agent subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers will be be, jointly and severally, the account parties party for any application for a Letter of Credit, which application shall be substantially in the form of Exhibit K G hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer or such other written form or computer transmission system as may from time to time be approved by the L/C Letter of Credit Issuer and the Administrative Agent, Agent and which shall be duly completed in a manner reasonably acceptable to the Administrative AgentAgent (such application, together with such other certificates, -38- 47 agreements, documents and other papers and information as the L/C Letter of Credit Issuer or the Administrative Agent may reasonably request (request, collectively the "Letter of Credit Application"). In The Letters of Credit shall be issued with respect to transactions occurring in the event of any conflict between the terms ordinary course of the Letter business of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall controlBorrowers.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby letters of creditcredit (each, a “Letter of Credit Accommodation”), which shall not have expiration dates that exceed 364 days from later than the date of issuance that is five (5) days prior to the "Letters of Credit"Maturity Date (or such later date as may be agreed to by the Agents, the L/C Issuer and the Required Lenders), with the L/C Issuer, the Borrowers have requested the Administrative Agent to join in the applications for such Letters Letter of Credit, Credit Accommodations and/or guarantee payment or performance of such Letters Letter of Credit Accommodations and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's ’s credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of CreditCredit Accommodation. The Borrowers Administrative Borrower will be the account parties party for the application for a of each Letter of CreditCredit Accommodation, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "“Letter of Credit Application"”). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (aix) In order to assist the Borrowers Loan Parties in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 days three years from the date of issuance, or which have expiration dates not exceeding one year from the date of issuance subject to automatic renewal set forth therein (the each a "Letters Letter of Credit"), with the L/C Issuer, the Borrowers Loan Parties have requested the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersLoan Parties, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Loan Parties will be the account parties party for the application for a each Letter of Credit, which shall be substantially in the form of Exhibit K G hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in establishing or opening not more than 3 standby letters of credit, which shall not have expiration dates that exceed 364 180 days from the date of issuance issuance, or such sooner expiry date as is provided in Section 3.01(b) (the "Letters of CreditLETTERS OF CREDIT"), with the L/C Issuer, the Borrowers have requested the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the Borrowers, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Parent will be the account parties party for application for a Letter of Credit, which shall be substantially in the form of Exhibit K G hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer or such other written form or computer transmission system as may from time to time be approved by the L/C Issuer and the Administrative Agent, and shall be duly completed in a manner reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the L/C Issuer or the Administrative Agent may reasonably request (the THE "Letter of Credit ApplicationLETTER OF CREDIT APPLICATION"). In the event of any conflict between the terms of the Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control. The parties hereby agree that the Fleet Letters of Credit and the Existing Letters of Credit shall not constitute Letters of Credit for purposes of this Agreement to the extent such Fleet Letters of Credit and Existing Letters of Credit are supported by cash collateral or other letters of credit in a manner satisfactory to the Agents.

Letter of Credit Guaranty. (a) In order to assist the Borrowers in (i) maintaining the Existing L/Cs and NJDEP L/C and (ii) establishing or opening not more than 3 standby letters of creditNew L/Cs, which shall not have expiration dates that exceed 364 365 days (or such shorter date required by Section 3.01(b)(i)) from the date of issuance (the each a "Letters Letter of Credit"), with the L/C Issuer, the A Borrowers have requested the Administrative Agent and the Lenders (the "L/C Guarantors") to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's and the Lenders' credit to that of the A Borrowers, and the Administrative Agent has and the Lenders have agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The A Borrowers will be the account parties for the application for a each Letter of Credit, which shall be substantially in the form of Exhibit K E hereto or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of creditcredit (each, a "Letter of Credit Accommodation"), which shall not have expiration dates that exceed 364 days from later than the date of issuance that is five (5) days prior to the "Letters of Credit")Final Maturity Date, with the L/C Issuerissuer, the Borrowers Borrower have requested the Administrative Agent to join in the applications for such Letters Letter of Credit, Credit Accommodations and/or guarantee payment or performance of such Letters Letter of Credit Accommodations and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersBorrower, and the Administrative Agent has agreed to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth below. The Administrative Agent shall not be required to be the issuer of any Letter of CreditCredit Accommodation. The Borrowers Borrower will be the account parties party for the application for a of each Letter of CreditCredit Accommodation, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner and at a time reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request request, which shall include, without limitation, the requested date of issuance and the name and address of the beneficiary (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.

Letter of Credit Guaranty. (a) In order to assist the Borrowers Borrower in establishing or opening not more than 3 standby letters of credit, which shall not have initial expiration dates that exceed 364 360 days or, if acceptable to the L/C Issuer, 366 days, from the date of issuance (the each a "Letters Letter of Credit"), with the L/C Issuer, on and after the Borrowers have requested L/C Subfacility Effective Date, the Borrower may request the Administrative Agent to join in the applications for such Letters of Credit, and/or guarantee payment or performance of such Letters of Credit and any drafts thereunder through the issuance of a Letter of Credit Guaranty, thereby lending the Administrative Agent's credit to that of the BorrowersBorrower, and the Administrative Agent has agreed will agree to do so. Letters of Credit shall only be issued on the Effective Date. These arrangements shall be coordinated by the Administrative Agent Agent, subject to the terms and conditions set forth belowbelow and the terms and provisions of this Article III shall not be applicable prior to the L/C Subfacility Effective Date. The Administrative Agent shall not be required to be the issuer of any Letter of Credit. The Borrowers Borrower will be the account parties party for the application for a each Letter of Credit, which shall be substantially in form and substance satisfactory to the form of Exhibit K hereto Administrative Agent and the L/C Issuer or on a computer transmission system approved by the Administrative Agent and the L/C Issuer Issuer, or such other written form or computer transmission system as may from time to time be approved by the Administrative Agent and the L/C Issuer and the Administrative AgentIssuer, and shall be duly completed in a manner reasonably acceptable to the Administrative Agent, together with such other certificates, -38- 47 agreements, documents and other papers and information as the Administrative Agent and the L/C Issuer or the Administrative Agent may reasonably request (the "Letter of Credit Application"). In the event of any conflict between the terms of the any Letter of Credit Application and this Agreement, for purposes of this Agreement, the terms of this Agreement shall control.