Common use of Letters of Credit Clause in Contracts

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severallyDuring the Revolving Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, each Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), Credit for the account of the Borrower from time or any of its Subsidiaries in the aggregate amount up to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit but not to exceed at any time exceeding the Letter of Credit Facility at such timeSublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) for all Letters the stated amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s each Letter of Credit Commitment at shall not be less than $50,000 or such time, lesser amount as is acceptable to the applicable Issuing Bank; (iii) for all Letters after giving effect to such issuance, in no event shall (x) the Total Revolving Outstandings exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit issued by such Issuing Bank not to cause Obligations exceed the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters Letter of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, Sublimit; and (iv) for each such in no event shall any standby Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (1) seven (7) days before prior to the RC Maturity Date Revolving Commitment Termination Date, and (A2) in the case of a Standby Letter of Credit date which is one (1) year after from the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given such standby Letter of Credit. Subject to the foregoing (other than clause (iv)) any Issuing Bank may agree that issued such Standby a standby Letter of Credit and the Administrative Agent on will automatically be extended for one or prior more successive periods not to exceed one (1) year each, unless such Issuing Bank elects not to extend for any date for notice of renewal set forth in such additional period; provided, no Issuing Bank shall extend any such Letter of Credit but in any event if it has received written notice that an Event of Default has occurred and is continuing at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless time such Issuing Bank has notified the Borrower (with a copy must elect to the Administrative Agent) on or prior to the date for notice of termination set forth in allow such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofextension; provided, howeverfurther, in the event that any Lender is at such time a Defaulting Lender, unless the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the applicable Issuing Bank that issued has entered into arrangements satisfactory to such Standby Letter of Credit Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to give the beneficiary named in eliminate such Standby Letter of Credit notice of any Notice of Termination, (y) permit Issuing Bank’s Fronting Exposure with respect to such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lender (after giving effect to Section 2.16(a)(iv) and any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given Cash Collateral provided by the Borrower or a Notice Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Outstanding Amount of the Letter of Credit FacilityObligations in a manner reasonably satisfactory to Agents, and subject such Issuing Bank shall not be obligated to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay issue or extend any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters hereunder. The Issuing Bank may send a Letter of Credit under this Section 2.01(b)or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. Each Issuing Bank severallyDuring the Revolving Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, the Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), Credit for the account of the Borrower from time or any of its Subsidiaries in the aggregate amount up to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit but not to exceed at any time exceeding the Letter of Credit Facility at such timeSublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) for all Letters the stated amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s each Letter of Credit Commitment at shall not be less than $50,000 or such time, lesser amount as is acceptable to the Issuing Bank; (iii) for all Letters after giving effect to such issuance, in no event shall (x) the Total Revolving Outstandings exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit issued by such Issuing Bank not to cause Obligations exceed the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters Letter of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, Sublimit; and (iv) for each such in no event shall any standby Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (1) seven (7) days before prior to the RC Maturity Date Revolving Commitment Termination Date, and (A2) in the case of a Standby Letter of Credit date which is one (1) year after from the date of issuance thereofof such standby Letter of Credit. Subject to the foregoing (other than clause (iv)) the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, but may by its terms be renewable annually upon unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not extend any such Letter of Credit if it has received written notice (that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, in the event that any Lender is at such time a “Notice of Renewal”) given Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth (in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified its sole discretion) with the Borrower (with a copy or such Defaulting Lender to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require eliminate the Issuing Bank that issued Bank’s Fronting Exposure with respect to such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lender (after giving effect to Section 2.16(a)(iv) and any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given Cash Collateral provided by the Borrower or a Notice Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Outstanding Amount of the Letter of Credit Facility, and subject Obligations in a manner reasonably satisfactory to the limits referred to aboveAgents, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay Issuing Bank shall not be obligated to issue or extend any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters hereunder. The Issuing Bank may send a Letter of Credit under this Section 2.01(b)or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Letters of Credit. (i) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby and trade letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 15 days before the RC Maturity Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders; provided that if (i) the Termination Date has been extended as to some but not all Lenders pursuant to Section 2.22 and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Termination Date of any Lender in effect prior to such extension, then compliance with clause (y) above shall be determined solely with reference to the Lenders whose Revolving Credit Lenders at Commitments have been so extended. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b). Each letter of credit outstanding under the Existing Credit Agreement shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such time. a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. (ii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 15 days before the RC Maturity latest Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofIssuance thereof (or such longer period agreed to by the applicable Issuing Bank in its sole discretion), but may by its terms be renewable annually automatically or upon written notice (a “Notice of Renewal”) given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal expiration of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade standby Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby standby Letter of Credit that is automatically renewable annually (“Auto-Extension Letter of Credit”) shall (x) require permit the applicable Issuing Bank that issued to prevent any such Standby extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire on be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date on which it otherwise would have been automatically renewednot later than 15 days before the latest Termination Date; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable such Issuing Bank may in its discretionshall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be permitted, unless instructed or would have no obligation, at such time to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in issue such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility(as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and subject in each such case directing such Issuing Bank not to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)permit such extension.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such i) each Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated Bank agrees, in Dollars (such letters of credit, reliance upon the “Letters of Credit”), for the account agreements of the Borrower other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the date hereof Amendment Effective Date until 60 days before the RC Maturity Date in an aggregate Available Amount Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for all the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit not to exceed at any time the Letter of Credit Facility at such timepreviously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) for all to honor drawings under the Letters of Credit issued by such Issuing Bank not it; and (ii) the Banks severally agree to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all participate in Letters of Credit issued by such Issuing Bank not to cause for the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments account of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrower, its Consolidated Entities, its Members or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal members of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) Consolidated Entities and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofany L/C Borrowings thereunder; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalL/C Credit Extension with respect to any Letter of Credit, (1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Standby Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit in any event to be extended to a date later than 60 days before Sublimit and (3) the RC Maturity DateOutstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank. If either a Notice of Renewal is not given Each request by the Borrower for the issuance of, or a Notice of Termination is given by an amendment to increase the applicable Issuing Bank pursuant to the immediately preceding sentenceamount of, such Standby any Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been be a representation by the Borrower that the L/C Credit Extension so delivered for all purposes under this Agreementrequested complies with the condition set forth in the proviso to the preceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(b)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.01(b)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such i) each Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated Bank agrees, in Dollars (such letters of credit, reliance upon the “Letters of Credit”), for the account agreements of the Borrower other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the date hereof Closing Date until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) for all to honor drawings under the Letters of Credit issued by such Issuing Bank not it; and (ii) the Lenders severally agree to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all participate in Letters of Credit issued by such Issuing Bank not to cause for the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights account of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date its Subsidiaries and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank any L/C Borrowings thereunder; provided that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby L/C Credit Extension with respect to any Letter of Credit in Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any event to be extended to a date later than 60 days before Lender, plus such Lender’s Pro Rata Share of the RC Maturity DateOutstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. If either a Notice of Renewal is not given Each request by the Borrower for the issuance of, or a Notice of Termination is given by an amendment to increase the applicable Issuing Bank pursuant to the immediately preceding sentenceamount of, such Standby any Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been be a representation by the Borrower that the L/C Credit Extension so delivered for all purposes under this Agreementrequested complies with the conditions set forth in the proviso to the preceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(b)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.01(b)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letters of Credit (such letters of creditset forth on Schedule IV hereto) (collectively, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severallyDuring the period that is at least ten (10) Business Days prior to the end of the Revolving Credit Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, the Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount Borrower; provided, (i) for all Letters of Credit not to exceed at any time the each Letter of Credit Facility at such time, shall be denominated in Dollars; (ii) for all Letters the stated amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s each Letter of Credit Commitment at shall not be less than $100,000 or such time, lesser amount as is acceptable to Issuing Bank; (iii) for all Letters of Credit issued by after giving effect to such Issuing Bank not to cause issuance, in no event shall (x) the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments Outstanding Amount of the Revolving Credit Lenders at such time. No Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect and (y) the Outstanding Amount of the L/C Obligations exceed the L/C Sublimit; and (v) in no event shall any standby Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (1) ten (10) Business Days prior to the RC Revolving Credit Maturity Date and (A) in the case of a Standby “Letter of Credit Expiration Date”) (unless such Letter of Credit is Cash Collateralized) and (2) the date which is one year after from the date of issuance thereofof such standby Letter of Credit. Subject to the foregoing, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank may agree that issued such Standby a standby Letter of Credit and will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice from the Administrative Agent on or any Loan Party that an Event of Default has occurred and is continuing at least seven (7) days prior to the time the Issuing Bank must elect to allow such extension; provided further, if any date for notice Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of renewal set forth Credit unless either (i) such Defaulting Lender’s participation in such Letter of Credit but can be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) as provided in Section 2.22(a)(iv) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any event at least three Business Days prior to Cash Collateral provided by such Defaulting Lender) or the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified otherwise entered into arrangements satisfactory to it and the Borrower (to eliminate the Issuing Bank’s risk with a copy respect to the Administrative Agent) on or prior to the date for notice of termination set forth participation in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Defaulting Lender.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms In addition to Company requesting that Working Capital Lenders make Working Capital Loans pursuant to subsection 2.1A(iii) and conditions hereinafter set forth, that Swing Line Lender make Swing Line Loans pursuant to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”subsection 2.1A(iv), for Company may request, in accordance with the account provisions of the Borrower this subsection 3.1, from time to time on any Business Day during the period from the date hereof until 60 days before Closing Date to but excluding the RC Maturity Date in an aggregate Available Amount (i) for all Working Capital Loan Commitment Termination Date, that Issuing Lender issue Letters of Credit not for the account of Company or any of its Subsidiaries (provided that Company shall be deemed to exceed at any time be the Letter of Credit Facility at such time, (ii) for account party hereunder and shall be fully liable under this Section 3 with respect to all Letters of Credit issued by for the account of its Subsidiaries) for the purposes specified in the definitions of Standby Letters of Credit and Trade Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, Issuing Lender shall, subject to subsection 3.1B(ii), issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Company shall not request that Issuing Bank Lender issue (and Issuing Lender shall not to exceed such Issuing Bank’s issue): (i) any Letter of Credit Commitment at if, after giving effect to such timeissuance, the Total Utilization of Working Capital Loan Commitments would exceed the Working Capital Loan Commitments then in effect; (ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $5,000,000; (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such any Standby Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have having an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (a) the RC Maturity Working Capital Loan Commitment Termination Date and (Ab) in the case date that is one year from the date of issuance of such Standby Letter of Credit; PROVIDED that the immediately preceding clause (b) shall not prevent Company from requesting and any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year after the date of issuance thereof, but may by its terms be renewable annually upon notice each unless such Issuing Lender elects not to extend for any such additional period (a “Notice of Renewal”) given such Issuing Lender hereby agreeing that it shall only elect not to the Issuing Bank that issued extend such Standby Letter of Credit if, but only if, it has knowledge that an Event of Default has occurred and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower is continuing); or (with a copy to the Administrative Agentiv) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)denominated in a currency other than Dollars.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) (i) Issuance. Subject to the terms and conditions hereinafter set forthhereof and of the LOC Documents, if any, and any other terms and conditions which the relevant L/C Issuer may reasonably require, the applicable L/C Issuer shall from time to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to time upon request by the Borrower issue) , and the Lenders shall participate in, letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), ) for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofBorrower; provided, however, that (A) the terms aggregate amount of each Standby Letter of Credit that is automatically renewable annually Obligations shall (x) require not at any time exceed the Issuing Bank that issued such Standby Letter of Credit to give Sublimit, (B) the beneficiary named in such Standby sum of the aggregate amount of Letter of Credit notice Obligations outstanding plus the aggregate amount of any Notice of TerminationLoans outstanding shall not exceed the Aggregate Commitment, (yC) permit such beneficiarywith respect to each individual Lender, upon receipt the Lender’s outstanding Revolving Loans plus its Commitment Percentage of such notice, to draw under such Standby Swing Line Loans plus its Commitment Percentage of outstanding Letter of Credit prior to Obligations shall not exceed such Lender’s Revolving Loan Commitment and (D) the date such Standby aggregate amount of Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) Obligations in respect of such Standby Letter Letters of Credit in issued by any event to be extended to a date later than 60 days before the RC Maturity DateL/C Issuer shall not at any time exceed such LC Issuer’s L/C Issuer Limit. If either a Notice of Renewal is not given Each request by the Borrower or for the issuance of a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within be a representation by the limits of Borrower that the Credit Extension with respect to such requested Letter of Credit Facility, and subject complies with the conditions set forth in the proviso to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any preceding sentence. Each Letter of Credit Advances resulting from drawings thereunder pursuant shall be a standby letter of credit issued to Section 2.04(c) and request support the issuance obligations (including pension or insurance obligations), contingent or otherwise, of additional Letters the Borrower or any of its Subsidiaries. Each Letter of Credit under this shall have a stated term not later than 10 Business Days prior to the Maturity Date unless otherwise agreed by the applicable L/C Issuer, and the participations of the Lenders as set forth in Section 2.01(b)2.9(f) shall in any event terminate on the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) performance and financial letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) in Dollars or any Alternative Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Restatement Date until 60 30 days before the RC Maturity Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for all Letters of Credit issued by such each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment or Unused Commitment at such time, time and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time, in each case, converting all non-Dollar amounts into the Equivalent thereof in Dollars; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the RC Maturity expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Each Issuing The Bank severallyshall, from time to time upon request of the Borrower prior to the Maturity Date, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) stand-by letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of form as requested by the Borrower and approved by the Bank from time to time on any Business Day during (the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all "Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, that the terms Borrower shall not be entitled to request the issuance of each Standby any Letter of Credit if there exists a Default or an Event of Default; and further provided that is automatically renewable annually shall (xi) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby no Letter of Credit shall expire on be issued if, as a result of such issuance, the aggregate amount of outstanding Letter of Credit Obligations would exceed the lesser of (x) $250,000 and (y) the Loan Commitment; (ii) no Letter of Credit shall have a maturity date longer than one year from the date on of issuance unless the Bank, in its sole discretion has agreed to a longer term; (iii) no Letter of Credit shall have a maturity date later than ten days prior to the Maturity Date; (iv) the Borrower shall give the Bank at least five (5) days prior written notice of each request for a Letter of Credit, which it otherwise would have been automatically renewed; providednotice shall include the amount of the requested Letter of Credit, howeverthe name and address of the beneficiary and a precise written description of the terms of such Letter of Credit, that even together with the documents described in the absence next paragraph; and (v) no Letter of receipt Credit shall be requested unless the face amount of such Letter of Credit does not exceed the unused portion of the Loan Commitment. Borrower hereby irrevocably appoints the Sponsor as the sole Person authorized to execute and deliver a request for a Letter of Credit and application required hereunder to the Bank. In furtherance of the foregoing, Borrower hereby makes, constitutes and appoints Sponsor, and its agents and designees, the true and lawful agents and attorneys-in-fact of Borrower, with full power of substitution, to endorse its name and take all actions necessary to request Letters of Credit hereunder and issue all requests for Letters of Credit and to execute and deliver all applications and other documents in connection therewith. The powers granted herein are coupled with an interest and shall be irrevocable during the term hereof. In conjunction with any request for the issuance of a Notice Letter of Renewal Credit, the applicable Issuing Borrower shall first deliver to Bank its form letter of credit application, duly completed by a duly authorized officer of the Borrower. To the extent that such letter of credit application's terms are inconsistent with the terms of this Agreement, this Agreement controls. Upon delivery to the Bank of such letter of credit application and other documents, instruments, or agreements which the Bank may require from time to time hereafter in its discretionconnection therewith, unless instructed each in form and substance satisfactory to the contrary by Bank, subject to the Administrative Agent or limitations set forth in this Section 2.8, the Borrower, deem Bank shall issue a Letter of Credit. Borrower understands and agrees that a Notice the Bank may refuse upon any reasonable circumstances to issue any Letter of Renewal had been timely delivered and in such caseCredit. Upon issuance, a Notice Letter of Renewal Credit shall be deemed to have been so delivered be an utilization of the Loan Commitment. Upon any draw upon a Letter of Credit issued hereunder, the Borrower shall immediately reimburse the Bank for such drawn amount and, in the event that the Borrower fails to reimburse such amount on the same Business Day, the Bank shall be irrevocably authorized to draw such amount upon the Loan Commitment at which point the amount drawn shall be an Advance for all purposes under hereunder, including without limitation, the accrual of interest. Upon the occurrence of any Event of Default pursuant to this Agreement. Within , the limits Bank may require the Borrower to immediately deposit with the Bank cash collateral in the amount of the all outstanding Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder Obligations pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from From time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Commitment Termination Date and the fifth Business Day prior to the date hereof until 60 days before specified in clause (a) of the RC Maturity Date definition of “Revolving Credit Commitment Termination Date”, subject to the terms and conditions hereof, each Issuing Bank agrees to Issue, in an aggregate Available Amount (i) for all accordance with such Issuing Bank’s usual and customary business practices, Letters of Credit for the account of the Borrower (which, at the Borrower’s discretion, may be issued on behalf of the Borrower or any Subsidiary) in the aggregate amount up to but not to exceed at any time exceeding the Letter of Credit Facility at such time, Sub-limit; provided that (i) each Letter of Credit will be denominated in Dollars or in one or more Available Foreign Currencies; (ii) for all the stated amount of each Letter of Credit will not be less than $10,000 or such lesser amount as is acceptable to such applicable Issuing Bank; (iii) after giving effect to such Issuance, in no event will the Total Utilization of Revolving Credit Commitments exceed the Revolving Credit Limit then in effect; (iv) after giving effect to such Issuance, in no event will the Letter of Credit Usage exceed the Letter of Credit Sub-limit then in effect; (v) in no event will any Letter of Credit have an expiration date that is not a Business Day or is later than the earlier of (A) the fifth Business Day prior to the date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date” unless the Borrower provides collateral in the form of cash or Cash Equivalents or otherwise backstops such Letter of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and (B) the date which is one year from the date of Issuance of such Letter of Credit (subject to the immediately following sentence); and (vi) no Letter of Credit shall be issued (or deemed issued) by any Issuing Bank the stated amount of which, when added to the Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank not to Bank, would exceed such Issuing Bank’s the Specified Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank then in effect. Subject to the foregoing, each Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to cause exceed one year each (and in any event not to exceed the Facility Exposure attributable period prescribed in clause (v)(A) above subject to Revolving Credit Advances made by the exception therein), unless such Issuing Bank and Letters of Credit issued by elects not to extend for any such additional period; provided that such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each will not extend any such Letter of Credit not if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at allow such time. No extension; provided further that no Issuing Bank will Issue any Letter of Credit shall have an expiration date if (including all rights of the Borrower or the beneficiary to require renewal1) later than the earlier of 60 days before the RC Maturity Date any fee due in connection with, and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice to, the Issuance of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of has not been paid, (2) such Standby Letter of Credit is requested to be Issued in a form that is not acceptable to such Issuing Bank or (3) such Issuing Bank will not have received, each in form and upon fulfillment substance reasonably acceptable to it and duly executed by the Borrower, the documents that such Issuing Bank generally uses in the ordinary course of business for the Issuance of letters of credit of the applicable conditions set forth in Article III type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); provided further that so long as any Revolving Lender is a Defaulting Lender, such Issuing Bank will not be required to Issue any Letter of Credit unless such Issuing Bank has notified entered into arrangements satisfactory to it and the Borrower (to eliminate such Issuing Bank’s risk with a copy respect to the Administrative Agent) on or prior to the date for notice of termination set forth participation in such Letter Letters of Credit but in any event at least 30 days prior to of the date of automatic renewal of its election not to renew Defaulting Lender, including by Cash Collateralizing such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Defaulting Lender’s Pro Rata Share of the Letter of Credit FacilityUsage, and subject participating interests in any such newly issued or increased Letter of Credit will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22 (and Defaulting Lenders will not participate therein). No Issuing Bank shall be under any obligation to the limits referred to above, the Borrower may request issue Letters of Credit if the issuance of Letters of Credit under this Section 2.01(b), repay any such Letter of Credit Advances resulting from drawings thereunder pursuant would violate one or more policies of such Issuing Bank applicable to Section 2.04(c) and request the issuance letters of additional Letters of Credit under this Section 2.01(b)credit generally.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such i) each Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated Bank agrees, in Dollars (such letters of credit, reliance upon the “Letters of Credit”), for the account agreements of the Borrower other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the date hereof Amendment Effective Date until 60 days before the RC Maturity Date in an aggregate Available Amount Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for all the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit not to exceed at any time the Letter of Credit Facility at such timepreviously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) for all to honor drawings under the Letters of Credit issued by such Issuing Bank not it; and (ii) the Banks severally agree to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit and (3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank not Bank; provided, further that the 2019 Banks agreement to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and purchase participations in Letters of Credit issued by such Issuing Bank shall be limited to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter their Pro Rata Share of any Letters of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have with an expiration date (including all rights of the Borrower or the beneficiary to require renewal) that is no later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Domestic Business Days prior to the date of 2019 Commitment Termination Date and is otherwise subject to the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions limitations set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity DateSection 3.03(d). If either a Notice of Renewal is not given Each request by the Borrower for the issuance of, or a Notice of Termination is given by an amendment to increase the applicable Issuing Bank pursuant to the immediately preceding sentenceamount of, such Standby any Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been be a representation by the Borrower that the L/C Credit Extension so delivered for all purposes under this Agreementrequested complies with the condition set forth in the proviso to the preceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(b)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.01(b)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. Each Letter of Credit shall be in a face amount of $1,000,000 or more. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the RC Maturity Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof or (a “Notice of Renewal”y) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 10 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for all Letters of Credit issued by such each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time, time and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of the any Borrower or the beneficiary to require renewal) later than the earlier of 60 (x) 15 days before prior to the RC Maturity Termination Date and or (Ay) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank ; provided that issued such Standby any Letter of Credit and which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Administrative Agent on or prior foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any date for notice of renewal set forth such automatic extension from taking place. Notwithstanding anything to the contrary in such Letter the preceding sentence, Letters of Credit but in issued by any event at least three Business Days prior to Issuing Bank may have expiration dates as mutually agreed upon by the date of the proposed renewal of such Standby Letter of Credit Company and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in any such Letter Letters of Credit but in any event at least 30 with expiration dates after 15 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a Termination Date, “Notice of Termination”) and (B) in the case of a Trade Letter Special Letters of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement”). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c). Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, at any time and from time to time after the Closing Date and prior to the L/C Facility Maturity Date, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, Bank of America, N.A. agrees to continue under this Agreement for the account of the Borrower, the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof, and each other Letter of Credit Issuer agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal from time to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, time from the “Letters of Credit”), Closing Date through the L/C Facility Maturity Date for the account of the Borrower from time letters of credit (the letters of credit issued on and after the Closing Date pursuant to time on any Business Day during this Section 3, together with the period from Existing Letters of Credit, collectively the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all “Letters of Credit” and each, a “Letter of Credit”), which Letters of Credit shall not to exceed at any time the such Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing BankIssuer’s Letter of Credit Commitment and in the aggregate shall not exceed the L/C Sublimit, in such form as may be approved by the applicable Letter of Credit Issuer in its reasonable discretion. On the Closing Date, (i) the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to this Section 3 for the account of the Borrower, (ii) the Dollar Equivalent of the face amount of such Existing Letters of Credit shall be included in the calculation of L/C Obligations and (iii) all liabilities of the Borrower with respect to such Existing Letters of Credit shall constitute Obligations. (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, (iii) for all Letters would exceed the Letter of Credit issued by such Issuing Bank not Commitment then in effect (or with respect to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters any Letter of Credit issued by such Issuing Bank to Issuer, exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not Issuer’s Letter of Credit Commitment); (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Unused Total Revolving Credit Commitments Commitment then in effect; (iii) no Letter of Credit in an Alternative Currency shall be issued the Stated Amount of which would cause the Aggregate Multicurrency Exposures at the time of the Revolving Credit Lenders at such time. No issuance thereof to exceed the Multicurrency Sublimit then in effect; (iv) each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) occurring no later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but thereof (or such longer period of time as may be agreed by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby applicable Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal Issuer) (except as set forth in Section 3.2(d)), provided that in no event shall such expiration date occur later than the L/C Facility Maturity Date, in each case, unless otherwise agreed upon by the Revolver Administrative Agent, the Letter of Credit Issuer and, unless such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower been Cash Collateralized or backstopped (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Creditbackstop only, 60 days after the date of issuance thereof; provided, however, that the on terms of each Standby reasonably satisfactory to such Letter of Credit that is automatically renewable annually Issuer), the Revolving Credit Lenders; (v) each Letter of Credit shall be denominated in Dollars or an Alternative Currency; (xvi) require no Letter of Credit shall be issued if it would be illegal under any applicable law for the Issuing Bank that issued such Standby beneficiary of a Letter of Credit to give the beneficiary named in such Standby have a Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed issued in its favor; and (zvii) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby no Letter of Credit shall expire on be issued by a Letter of Credit Issuer after it has received a written notice from any Credit Party or the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Revolver Administrative Agent or the Borrower, deem Required Revolving Credit Lenders stating that a Notice Default or Event of Renewal had been timely delivered Default has occurred and in is continuing until such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the time as such Letter of Credit Facility, and subject to Issuer shall have received a written notice of (x) rescission of such notice from the limits referred to above, party or parties originally delivering such notice or (y) the Borrower may request waiver of such Default or Event of Default in accordance with the issuance provisions of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)13.1.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the RC Maturity Date and (A) in the case of a Standby latest Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the RC Maturity expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally(a) During the period from and including the Effective Date to, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of creditexcluding, the “Letters of Credit”)30th day prior to the Revolving Credit Maturity Date, the Issuing Banks, as issuing bank for the Lenders, agree to extend credit for the account of the Borrower at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided however, the LC Exposure at any one time outstanding shall not exceed $20,000,000. The Revolving Lenders shall participate in such Letters of Credit according to their respective Applicable Percentage. Each of the Letters of Credit shall (1) be issued by the Issuing Banks on any Business Day during a sight basis only, (2) contain such terms and provisions as are reasonably required by the period from Issuing Banks, (3) be for the date hereof until 60 account of the Borrower and (4) expire not later than (A) 30 days before the RC Revolving Credit Maturity Date in an aggregate Available Amount Date, with respect to commercial letters of credit, and (iB) for all 10 days before the Revolving Credit Maturity Date, with respect to standby letters of credit. The Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $20,000,000. No Issuing Bank shall be obligated to exceed at any time the issue an Offshore Currency Letter of Credit Facility at if such timeIssuing Bank has determined, (ii) for all in its sole discretion, that it is unable to fund obligations in the requested Offshore Currency; provided, however, the Administrative Agent shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore Currency. From and after the Effective Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued by such Issuing Bank not pursuant to exceed such Issuing Bank’s Letter this Section 2.07. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 2.07, the expiration date of one or more Letters of Credit Commitment may extend beyond the Revolving Credit Maturity Date; provided, however, it is hereby expressly agreed and understood that: (i) the aggregate face amount of all such Letters of Credit shall not at any time exceed $10,000,000; (ii) the expiration dates of such time, Letters of Credit shall not extend more than three (3) years beyond the Revolving Credit Maturity Date; (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) shall, not later than the earlier of 60 days before the RC Maturity Date and five (A5) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date Revolving Credit Maturity Date, deposit in an account with the Administrative Agent, in the name of the proposed renewal Administrative Agent for the benefit of the Administrative Agent and the Issuing Banks, an amount in cash equal to the aggregate face amount of all such Letters of Credit as of such Standby date; provided that for all Offshore Currency Letters of Credit, the Borrower shall deposit an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit and will have a continuing obligation to maintain in such account at least an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, and the Administrative Agent shall have exclusive dominion and control (including the exclusive right of withdrawal) over such account; (iv) if the Issuing Banks make any disbursement in connection with a Letter of Credit and upon fulfillment after the Revolving Credit Maturity Date, such disbursement shall be an advance on behalf of the applicable Borrower under this Agreement and shall be reimbursed to the Issuing Banks either (A) by the Administrative Agent applying amounts in the cash collateral account referred to in clause (iii) above until reimbursed in full, or (B) by the Borrower pursuant to Section 2.07(d) (except that the Borrower shall not have the right to request that the Lenders make, and the Lenders shall not have any obligation to make, a Loan under this Agreement after the Revolving Credit Maturity Date to fund any such disbursement); and (v) all such disbursements referred to in clause (iv) of this paragraph shall be secured only by the cash collateral referred to in clause (iii) of this paragraph and the Borrower hereby grants, and by each deposit of such cash collateral with the Administrative Agent grants, to the Administrative Agent a first-priority security interest in all such cash collateral, without any further action on the part of the Issuing Banks, the Borrower, the Administrative Agent, any Lender or any other Person now or hereafter party hereto (other than any action the Administrative Agent reasonably deems necessary to perfect such security interest, which action the Borrower hereby authorizes the Administrative Agent to take), until same are reimbursed in full. If, on the later of the Revolving Credit Maturity Date or the Term Loan Maturity Date (A) the Revolving Commitments have been terminated, (B) the Loans, all interest thereon and all other amounts payable by the Borrower hereunder or in connection herewith (other than the LC Exposure in connection with any Letter of Credit having an expiration date extending beyond the Revolving Credit Maturity Date as permitted by Section 2.07(a)) have been paid in full, and (C) the conditions set forth in Article III unless clause (iii) above have been fully satisfied, then from and after such Issuing Bank has notified date the Borrower following provisions of this Agreement shall not be operative: Sections 8.01 (with other than Section 8.01(a), which shall remain operative), 8.02 (except as the same may affect a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit), 60 days 8.03(b), 8.04, 8.05, 8.07, 8.08, 9.01, 9.02 (except for cash collateral securing Letters of Credit), 9.03, 9.04, 9.05, 9.06, 9.08, 9.09, 9.10, 9.11, 9.12, 9.13, 9.14 and 9.15. (b) If, after payment in full of all Indebtedness of the date Borrower under the Loan Documents (including without limitation, reimbursement obligations with respect to Letters of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xCredit) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to or cancellation of all outstanding Letters of Credit, there remains any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire amount on the date on which it otherwise would have been automatically renewed; provided, however, that even deposit in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may cash collateral account referred to in its discretionclause (iii) above, unless instructed to the contrary by the Administrative Agent or the Borrowershall, deem that a Notice of Renewal had been timely delivered within three (3) Business Days after all such Indebtedness is paid in full and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of outstanding Letters of Credit under this Section 2.01(b)have expired or been cancelled, repay any Letter of Credit Advances resulting from drawings thereunder pursuant return such amount to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Borrower.

Letters of Credit. Each Issuing Bank severally5.1 L/C Commitment (a) As of the Closing Date, but not jointly, agrees, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereinafter hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forthforth in Section 5.4(a), agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) new letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), ) for the account of the relevant Borrower and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time on by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount Letter of Credit if, after giving effect to such issuance, (i) for all Letters the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of Credit not to the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed at any time the such Borrower’s Sublimit. Each Letter of Credit Facility at such timeshall (i) be denominated in Dollars, (ii) for all Letters have a face amount of Credit issued at least $100,000 (unless otherwise agreed by such the applicable Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iiiLender) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) expire no later than the earlier of 60 days before (x) the RC Maturity Date and (A) in the case first anniversary of a Standby Letter of Credit one year after the its date of issuance thereof, but may by its terms be renewable annually upon notice and (a “Notice of Renewal”y) given to the Issuing Bank date that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three is five Business Days prior to the date of the proposed renewal of such Standby Letter Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy satisfactory to the Administrative Agent) on or prior Agent and Issuing Lenders, an amount equal to the date for notice of termination set forth in L/C Obligations with respect to such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter Letters of Credit, 60 if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days after preceding the date Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of issuance thereofCredit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, howeverfurther, that the terms obligations under this Section 5 in respect of each Standby Letter such Letters of Credit that is automatically renewable annually of (i) the Borrowers shall (x) require survive the Issuing Bank that issued Maturity Date and shall remain in effect until no such Standby Letter Letters of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, remain outstanding and (yii) permit such beneficiary, upon receipt of such noticeeach Lender shall be reinstated, to draw under the extent any such Standby Letter of Credit prior cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit Borrowers by an Issuing Lender after the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, Amounts held in such Standby Letter of Credit cash collateral account shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary be held and applied by the Administrative Agent or in the Borrower, deem that a Notice of Renewal had been timely delivered manner and for the purposes set forth in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b10.2(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms contained in this Agreement and conditions hereinafter set forththe other Loan Documents, to issue (or cause its Affiliate that is upon the receipt of a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issuenotice in accordance with Section 2.2(b) letters requesting the issuance of credit denominated in Dollars (such letters a Letter of creditCredit, the “Letters Fronting Bank shall issue a Letter of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Credit or Letters of Credit not in such form as is reasonably acceptable to exceed at any time the Letter of Credit Facility at such timeapplicable Borrower or CarrAmerica LP, as applicable, in an amount or amounts equal to the amount or amounts requested by the applicable Borrower or CarrAmerica LP. (iib) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) be issued in the case minimum amount of a Standby One Million Dollars ($1,000,000). (c) The Letter of Credit Usage shall be no more than $30,000,000 at any one year after time. (d) There shall be no more than five (5) Letters of Credit outstanding at any one time. (e) In the date event of issuance thereof, but may by its terms be renewable annually upon notice (any request for a “Notice of Renewal”) given to the Issuing Bank that issued such Standby drawing under any Letter of Credit by the beneficiary thereunder, the Fronting Bank shall notify the applicable Borrower and the Administrative Lead Agent (and the Lead Agent shall endeavor to notify each Bank thereof) on or before the date on which the Fronting Bank intends to honor such drawing, and, except as provided in this subsection (e), the applicable Borrower shall reimburse the Fronting Bank, in immediately available funds, on the same day on which such drawing is honored in an amount equal to the amount of such drawing. Notwithstanding anything contained herein to the contrary, however, unless such Borrower or CarrAmerica LP shall have notified the Lead Agent, and the Fronting Bank prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 11:00 a.m. (New York time) on the Domestic Business Days Day immediately prior to the date of such drawing that such Borrower intends to reimburse the proposed renewal Fronting Bank for the amount of such Standby drawing with funds other than the proceeds of the Loans, the applicable Borrower or CarrAmerica LP shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 to the Lead Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing. Each Bank (other than the Fronting Bank) shall, in accordance with Section 2.4(b), make available its share of such Borrowing to the Lead Agent, the proceeds of which shall be applied directly by the Lead Agent to reimburse the Fronting Bank for the amount of such draw. In the event that any such Bank fails to make available to the Fronting Bank the amount of such Bank's participation on the date of a drawing, the Fronting Bank shall be entitled to recover such amount on demand from such Bank together with interest at the Federal Funds Rate commencing on the date such drawing is honored. (f) If, after the date hereof, any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, or participations in any letter of credit, upon any Bank (including the Fronting Bank) or (b) impose on any Bank any other condition regarding this Agreement or such Bank (including the Fronting Bank) as it pertains to the Letters of Credit or any participation therein and the result of any event referred to in the preceding clause (a) or (b) shall be to increase the cost to the Fronting Bank or any Bank of issuing or maintaining any Letter of Credit and upon fulfillment of or participating therein then the applicable conditions set forth in Article III unless Borrower or CarrAmerica LP shall pay to the Fronting Bank or such Issuing Bank, within 15 days after written demand by such Bank has notified the Borrower (with a copy to the Administrative Lead Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, such additional amounts as shall be required to compensate the Fronting Bank or such Bank for such increased costs or reduction in amounts received or receivable hereunder together with interest thereon at the Base Rate. The amount specified in the written demand shall, absent manifest error, be final and conclusive and binding upon the Borrowers and CarrAmerica LP. (g) on The Borrowers and CarrAmerica LP hereby agree to protect, indemnify, pay and save the Fronting Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and disbursements) which the Fronting Bank may incur or prior be subject to as a result of (i) the date issuance of the Letters of Credit, other than as a result of the gross negligence or wilful misconduct of the Fronting Bank or (ii) the failure of the Fronting Bank to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (collectively, "Governmental Acts"), other than as a result of the gross negligence or wilful misconduct of the Fronting Bank. As between the Borrowers, CarrAmerica LP and the Fronting Bank, the Borrowers and CarrAmerica LP assume all risks of the acts and omissions of, or misuses of, the Letters of Credit issued by the Fronting Bank, by the beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Fronting Bank shall not be responsible (i) for notice the form, validity, sufficiency, accuracy, genuineness or legal effect of termination set forth any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or insufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit but or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any event at least 30 days prior to reason; (iii) for failure of the date beneficiary of automatic renewal of its election not to renew any such Standby Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, cable, telegraph, telex, facsimile transmission, or otherwise; (v) for errors in interpretation of any technical terms; (vi) for any loss or delay in the transmission or otherwise of any documents required in order to make a “Notice drawing under any such Letter of Termination”Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of such Letter of Credit; and (Bviii) for any consequence arising from causes beyond the control of the Fronting Bank, including any Government Acts, in each case other than as a result of the case gross negligence or willful misconduct of a Trade the Fronting Bank. None of the above shall affect, impair or prevent the vesting of the Fronting Bank's rights and powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Fronting Bank under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not put the Fronting Bank under any resulting liability to the Borrowers or CarrAmerica LP. (h) If the Fronting Bank or the Lead Agent is required at any time, pursuant to any bankruptcy, insolvency, liquidation or reorganization law or otherwise, to return to the Borrowers or CarrAmerica LP any reimbursement by the Borrowers or CarrAmerica LP of any drawing under any Letter of Credit, 60 days after each Bank shall pay to the date Fronting Bank or the Lead Agent, as the case may be, its share of issuance thereof; providedsuch payment, howeverbut without interest thereon unless the Fronting Bank or the Lead Agent is required to pay interest on such amounts to the person recovering such payment, in which case with interest thereon, computed at the same rate, and on the same basis, as the interest that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Fronting Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed Lead Agent is required to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)pay.

Letters of Credit. Each Issuing Bank severally(a) The Agent, but not jointlyupon the request of the Borrower Agent, agrees, on shall cause the terms and conditions hereinafter set forth, Letter of Credit Issuer to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of any of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Borrowers Letters of Credit not of a tenor and containing terms acceptable to exceed at any time the Borrower Agent, the Agent and the Letter of Credit Facility Issuer, in a maximum aggregate face amount outstanding at such time, any time not to exceed the Letter of Credit Sublimit; provided that (i) the Agent shall have no obligation to cause to be issued any Letter of Credit with an expiration date after the Termination Date and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s if a Letter of Credit Commitment at such timeis issued with an expiration date after the Termination Date, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each Borrowers shall Collateralize such Letter of Credit not to exceed the Unused Revolving Credit Commitments in full immediately. The term of the Revolving Credit Lenders at such time. No any Letter of Credit shall have an expiration not exceed three hundred sixty (360) days from the date (including of issuance, subject to renewal in accordance with the terms thereof, but in no event to a date beyond the Termination Date. All Letters of Credit shall be subject to the limitations set forth in Section 2.5, and a sum equal to the aggregate amount of all rights outstanding Letters of Credit shall be included in calculating outstanding amounts for purposes of determining compliance with Section 2.5. Without limitation of the Borrower or foregoing, but for the beneficiary to require renewalavoidance of any doubt, the maximum amount of all unexpired Letters of Credit outstanding at any one time, when aggregated with (without duplication) later than all Revolving Credit Loans shall not exceed the earlier lesser of 60 days before (x) the RC Maturity Date Aggregate Revolving Credit Commitment and (Ay) in the case Borrowing Base. (b) Immediately upon issuance or amendment of a Standby any Letter of Credit one year after in accordance with the date of issuance thereofprocedures set forth in this Section 2.13, but may by its terms each Lender shall be renewable annually upon notice (a “Notice of Renewal”) given deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation, to the Issuing Bank that issued extent of such Standby Lender’s Pro Rata Share, of the liability and obligations under and with respect to such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior Agreement (including, without limitation, all obligations of the Borrowers with respect thereto, other than amounts owing to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Agent pursuant to the immediately preceding sentence, such Standby Letter first sentence of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b4.4(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)any security therefor or guaranty pertaining thereto.

Letters of Credit. Each The applicable Issuing Bank severallyLender shall, but not jointly, agrees, on at the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account request of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Company, issue one or more Letters of Credit not to exceed at any time hereunder, with expiry dates that would occur after the Letter of Credit Facility at Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s on the Letter of Credit Commitment at such time, (iii) for all Letters Expiration Date pursuant to the terms of Credit issued by such Issuing Bank not Section 2.20(a)(ii). In the event the Company fails to cause fully Cash Collateralize the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such outstanding LOC Obligations on the Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Expiration Date, each outstanding Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary automatically be deemed to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) be drawn in the case of a Standby Letter of Credit one year after the date of issuance thereoffull, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Company shall be deemed to have been so delivered for all purposes under this Agreement. Within requested a Base Rate Loan to be funded by the limits of Lenders on the Letter of Credit FacilityExpiration Date to reimburse such drawing (with the proceeds of such Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including, without limitation, as a result of the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that it shall fund its Participation Interests in the outstanding LOC Obligations on such day (with the proceeds of such funded Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). Each Lender’s obligation to make such payment to the applicable Issuing Lender, and subject the right of the applicable Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the limits referred to abovetermination of this Agreement or the Commitments hereunder, the Borrower may request existence of a Default or Event of Default or the issuance acceleration of Letters of Credit under this Section 2.01(b)the Obligations hereunder and shall be made without any offset, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)abatement, withholding or reduction whatsoever.

Letters of Credit. Each Issuing (1) In addition to the Revolving Credit Loans and Term Loan described herein, Bank severallyshall upon Borrower's request and subject to the conditions set forth in this Subsection 2.17, but not jointly, agrees, on the terms issue commercial and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (such letters each a "Letter of creditCredit" and collectively, the “"Letters of Credit”)") on Borrower's behalf, for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all which Letters of Credit not shall be supported by Bank's standard documentation or which is otherwise in form and substance satisfactory to exceed Bank, which documentation shall be designated at any the time of issuance as "Issued under the Letter Revolving Credit and Term Loan Agreement dated February 1, 2001", provided that in no event shall the sum of Credit Facility at such time, (ii) for the face amount of all undrawn standby Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to hereunder exceed the Unused Revolving Credit Commitments sum of the Revolving Credit Lenders at such time$25,000,000.00. No The expiry date of each Letter of Credit shall have an expiration date (including all rights of the be subject to Bank's approval. Borrower or the beneficiary shall pay to require renewal) later than the earlier of 60 days before the RC Maturity Date Bank issuance and (A) in the case of a Standby initial set up fees for each Letter of Credit one year after issued pursuant hereto, such fees to be mutually agreed upon prior to the date issuance of issuance thereofeach Letter of Credit, but may by its terms in no event shall such fees be renewable annually upon notice more than Bank's standard letter of credit fees. (a “Notice of Renewal”2) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at At least three 2 Business Days prior to the effective date of any Letter of Credit, the proposed renewal Borrower shall give the Bank written notice containing the original signature of an authorized officer or employee of such Standby Borrower. Such notice shall be irrevocable and shall specify the original face amount of the Letter of Credit requested, the effective date (which day shall be a Business Day) of issuance of such requested Letter of Credit, the date on which such requested Letter of Credit is to expire, the amount of then outstanding Letter of Credit Obligations of Borrower, the purpose for which such Letter of Credit is to be issued, whether such Letter of Credit may be drawn in single or partial draws and upon fulfillment the person for whose benefit the requested Letter of Credit is to be issued. (3) If the original face amount of the requested Letter of Credit is less than or equal to the aggregate unused Commitment at such time and the applicable conditions set forth in Article III unless such Issuing this Agreement are satisfied, the Bank has notified shall issue the Borrower requested Letter of Credit. (with 4) No Letter of Credit shall be extended or amended if the issuance of a copy to new Letter of Credit having the Administrative Agent) on or prior to the date for notice of termination set forth in same terms as such Letter of Credit but in any event at least 30 days prior as so amended or extended would otherwise be prohibited by this Agreement. (5) In the absence of Bank's gross negligence or willful misconduct, Borrower agrees to pay to the date Bank the amount of automatic renewal all reimbursement obligations, interest and other amounts payable to the Bank under or in connection with any Letter of its election not to renew such Standby Credit issued for any of Borrower's accounts immediately when due in accordance with the Letter of Credit Documents, irrespective of: (i) any lack of validity or enforceability of this Agreement or any other Letter of Credit Documents; (ii) the existence of any claim, set-off, defense or other right which either Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (a “Notice of Termination”) and (B) or any Person for whom any such transferee may be acting), the Bank, any Bank or any other Person, whether in the case of a Trade connection with this Agreement, any Letter of Credit, 60 days after the date transaction contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of issuance thereof; providedCredit proves to be forged, howeverfraudulent, that invalid or insufficient in any respect or any statement herein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to Documents; (v) payment by the limits referred to above, the Borrower may request the issuance of Letters of Credit Bank under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder proving to be fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing. (6) Borrower's obligation to pay its obligations under the Letter of Credit Documents shall survive the termination of this Agreement. (7) In the event that Bank advances any funds under any Letter of Credit, each such advance shall be deemed as a request for a Revolving Credit Loan bearing interest at the lower of the rates available for a Prime Rate Loan, a LIBOR Loan with an Interest period of one (1) month, or a Fixed Rate Loan with an Interest Period of one (1) day, and an amount equal to the amount advanced by the Bank with respect to such Letter of Credit shall thereupon be a Revolving Credit Loan hereunder. (8) The face amount of each Letter of Credit issued hereunder shall, pursuant to Section 2.04(c) and request 2.01, reduce the issuance amount available under the Commitment, but shall not be considered as usage of additional Letters the Commitment for purposes of Credit under this determining the Commitment Fee pursuant to Section 2.01(b).2.07. Article III--CONDITIONS PRECEDENT

Letters of Credit. Each Issuing Landlord is holding Letter of Credit No. 598382-41 in the amount of $250,000 issued by Comerica Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters Existing Letter of Credit”), for the account ) pursuant to Article 6 of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount Lease. The Existing Letter of Credit (i) for all Letters shall secure payment and performance of Credit not to exceed at any time lessee’s obligations under the Letter of Credit Facility at such timeLease and the Surreal Lease, and (ii) for all Letters shall be administered and applied per Section E of Credit issued by such Issuing Bank not the Addendum to exceed such Issuing Bank’s the Lease. Upon the mutual execution and delivery of this Amendment, Tenant shall deliver to Landlord an additional irrevocable and transferable letter of credit in the amount of $603,000 (the “New Letter of Credit Commitment at such time, (iiiCredit”) for all Letters running in favor of Credit issued by such Issuing Bank not to cause Landlord securing lessee’s obligations under the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank Lease and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timeSurreal Lease. No The New Letter of Credit shall have an expiration date (including all rights of the Borrower be issued either by Comerica Bank, Silicon Valley Bank, or the beneficiary such other bank as may be acceptable to require renewal) later than the earlier of 60 days before the RC Maturity Date Landlord in its sole discretion and (A) in the case of a Standby shall be administered and applied per this Section 4. The New Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to issuance. Tenant shall renew the Issuing Bank that issued such Standby New Letter of Credit and maintain it for the Administrative Agent period ending on the later of either September 30, 2010, or prior thirty (30) days after the date Tenant shall have vacated and surrendered the Existing Premises and Expansion Premises to any date Landlord in the condition required under the Lease and shall provide that it is automatically renewable for the term of the Lease unless the issuing bank delivers a notice of non-renewal set forth in such no later than thirty (30) days before expiration. If Tenant fails to renew the New Letter of Credit but in any event at least three Business Days by the date that is ten (10) days prior to its expiration, Landlord may draw on the date of the proposed renewal of such Standby New Letter of Credit and upon fulfillment maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such substitute New Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) from Tenant. The form and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby New Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even be either substantially in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits form of the Existing Letter of Credit Facilityor in such other form as may be reasonably acceptable to Landlord and shall provide, and subject to the limits referred to aboveamong other thing, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).in effect that:

Letters of Credit. (a) The Letter of Credit Facility. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, together with the “Existing Letters of Credit”), the "Letters of Credit") for the account of the Borrower specified by the Borrower from time to time on any Business Day during the period from the date hereof until 60 10 days before the RC Maturity Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at (or such time, (iii) for all Letters of Credit issued by greater amount as such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, shall agree) and (ivii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (1) the lesser of (x) the Letter of Credit Facility at such time and (y) an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timetime less (2) the sum of the Commercial Paper Set-Aside Amount and the Electronic L/C Reserve then in effect, provided that no Standby Letters of Credit shall be denominated in an Alternative Currency and no Trade Letter of Credit denominated in an Alternative Currency shall be issued if the aggregate Available Amount of all outstanding Letters of Credit denominated in Alternative Currencies shall exceed the equivalent Dollar amount, determined in accordance with Section 1.04, of $25,000,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) in the case of a Letter of Credit denominated in an Alternative Currency, 60 days before the RC Maturity Termination Date, and in all other cases, 10 days before the Termination Date and (AB) (1) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, thereof (but such Standby Letter of Credit may by its terms be automatically renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B2) in the case of a Trade Letter of Credit, 60 days one year after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before after the RC Maturity Datedates referred to in clause (A) above. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.16(a). The Borrower and any one Issuing Bank (the "Electronic Issuing Bank") may from time to time agree to reserve under the Letter of Credit Facility an amount (the "Electronic L/C Reserve") not to exceed the Letter of Credit Facility, which reserve shall (A) be available solely for electronically issued Trade Letters of Credit from time to time in accordance with customary procedures applicable thereto and each such electronically issued Letter of Credit (an "Electronic L/C") shall be considered a Letter of Credit for all purposes under this Agreement and (B) be established or revised upon not less than 2 Business Days' prior written notice thereof from the Borrower to the Paying Agent, provided that, upon the occurrence and during the continuance of an Event of Default, the ability to establish and maintain the Electronic L/C Reserve and the ability of an Issuing Bank to electronically issue Trade Letters of Credit under this Agreement shall be suspended.

Letters of Credit. Each Any Borrower may request any Issuing Bank severallyto issue, but not jointlyand such Issuing Bank may, agreesif in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the any Borrower or its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iviii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by Issuance thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 10 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severallyDuring the Revolving Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), Credit for the account of Borrower in the Borrower from time aggregate amount up to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit but not to exceed at any time exceeding the Letter of Credit Facility at such timeSublimit; provided, (iii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any Letter of Credit have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (1) five days before prior to the RC Maturity second anniversary of the Effective Date and (A) in the case of a Standby “Letter of Credit Expiration Date”) and (2) the date which is one year after from the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Issuing Bank may agree that a Letter of Credit that is will automatically renewable annually shall be extended for one or more successive periods not to exceed one year each (x) require but in any event, not beyond the Issuing Bank that issued such Standby Letter of Credit to give Expiration Date unless Borrower shall, not later than five days preceding the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationExpiration Date, (y) permit such beneficiaryCash collateralize in accordance with Section 2.4(i), upon receipt of such noticeon terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to draw under such Standby the Letter of Credit prior Usage with respect to any Letters of Credit having an expiry date later than the date such Standby Letter of Credit otherwise would have been automatically renewed Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrower shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (zii) not permit each Lender shall be reinstated, to the expiration date (extent any such Cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to Borrower by Issuing Bank after giving effect to any renewal) of such Standby the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in any event to such Cash collateral account shall be extended to a date later than 60 days before held and applied by Administrative Agent in the RC Maturity Date. If either a Notice of Renewal is not given by manner and for the Borrower or a Notice of Termination is given by the applicable purposes set forth in Section 2.4(d)), unless Issuing Bank pursuant elects not to the immediately preceding sentenceextend for any such additional period; provided, Issuing Bank shall not extend any such Standby Letter of Credit shall expire on if it has received written notice that an Event of Default has occurred and is continuing at the date on which it otherwise would have been automatically renewedtime Issuing Bank must elect to allow such extension; provided, howeverfurther, that even in the absence of receipt of if any Lender is a Notice of Renewal the applicable Defaulting Lender, Issuing Bank may in its discretion, shall not be required to issue any Letter of Credit unless instructed Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the contrary Defaulting Lenders’ participation obligations in respect of Letters of Credit of the Defaulting Lender, including by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Cash collateralizing such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Defaulting Lender’s Pro Rata Share of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Usage.

Letters of Credit. (a) Each Issuing Bank severallyLetter of Credit delivered under this Agreement or any other Loan Document shall be additional security for the payment of the Debt. Upon the occurrence of an Event of Default, Lender in its sole and absolute discretion may, but shall not jointlybe obligated to, agreesdraw upon any Letter of Credit for payments of any amounts then due and payable under the Note, on this Agreement, the Mortgage or the other Loan Documents. (1) In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions hereinafter set forthof this Agreement and the other Loan Documents, Lender shall have the additional rights to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated draw in Dollars (such letters of credit, the “Letters full upon any Letter of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and : (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event if Lender has not received at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower thirty (with a copy to the Administrative Agent30) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby on which the then outstanding Letter of Credit (is scheduled to expire, a “Notice notice from the issuing bank that it has renewed the applicable Letter of Termination”) and Credit; (B) in upon receipt of notice from the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, issuing bank that the terms of each Standby applicable Letter of Credit will be terminated; and (C) thirty (30) days after Lender has received notice and given notice to the Borrower that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby bank issuing the applicable Letter of Credit shall cease to give be an Eligible Institution. (2) In the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, event that Lender draws upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby a Letter of Credit in accordance with the provisions of subsection 5.5(b)(1) above, any event and all such amounts not otherwise expended by Lender shall be held by Lender as cash collateral in an interest bearing account established and maintained by Lender and Lender shall be entitled to be extended draw upon and apply such proceeds at the time and in the manner provided in this Agreement or the other Loan Documents for draws upon the applicable Letter of Credit. (3) Notwithstanding anything to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal contrary contained above, Lender is not given by the Borrower or obligated to draw on a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit upon the happening of an event specified in this subsection and shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed not be liable for any losses sustained by Borrower due to the contrary by insolvency of the Administrative Agent or the Borrower, deem that bank issuing a Notice Letter of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of Credit if Lender has not drawn on the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. (i) The Borrower, the Existing Issuing Bank and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Closing Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “"Letters of Credit”), ") in U.S. dollars for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days five Business Days before the RC Maturity Termination Date (A) in an aggregate Available Amount (i) for all Letters each such Letter of Credit not to exceed at any time the Unused Revolving Credit Commitment of such Issuing Bank at such time and (B) in an aggregate Available Amount for all Letters of Credit not to exceed the lesser of (1) the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (iv2) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before (x) five Business Days prior to the RC Maturity Termination Date and (Ay) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually on the terms set forth in clause (ii) of this Section 2.01(e). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(e)(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e)(i). (ii) Each Letter of Credit may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually (A) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (yB) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (zC) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before five Business Days prior to the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, Borrower deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, at any time and from time to time after the Closing Date and prior to the L/C Facility Maturity Date, each Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal from time to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, time from the “Letters of Credit”), Closing Date through the L/C Facility Maturity Date for the account of the Borrower from time (or, so long as the Borrower is the primary obligor and signatory to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Request, for the account of Holdings or any Restricted Subsidiary) letters of credit (the “Letters of Credit” and each, a “Letter of Credit”), which Letters of Credit shall not at any time exceed (i) such Letter of Credit Issuer’s Letter of Credit Commitment, (ii) the L/C Sublimit and (iii) 125 individual Letters of Credit, in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion. (b) Notwithstanding the foregoing, (i) no letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the L/C Sublimit (ii) for all Letters or with respect to any letter of Credit issued by such Issuing Bank not to Issuer, exceed such Issuing BankLetter of Credit Issuer’s Letter of Credit Commitment); (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment at such time, the in effect; (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) occurring no later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofthereof (except as set forth in Section 3.2(d)), but may provided that in no event shall such expiration date occur later than the L/C Facility Maturity Date, in each case, unless otherwise agreed upon by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Administrative Agent, the Letter of Credit and Issuer and, unless the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower been Cash Collateralized or backstopped (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Creditbackstop only, 60 days after the date of issuance thereof; provided, however, that the on terms of each Standby reasonably satisfactory to such Letter of Credit that is automatically renewable annually Issuer), the Revolving Credit Lenders; (iv) the Letter of Credit shall be denominated in Dollars; (xv) require no Letter of Credit shall be issued if it would be illegal under any applicable law for the Issuing Bank that issued such Standby beneficiary of the Letter of Credit to give the beneficiary named in such Standby have a Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed issued in its favor; and (zvi) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby no Letter of Credit shall expire on the date on which be issued by a Letter of Credit Issuer after it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of has received a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by written notice from any Credit Party or the Administrative Agent or the Borrower, deem Required Revolving Credit Lenders stating that a Notice Default or Event of Renewal had been timely delivered Default has occurred and is continuing until such time as such Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in such case, a Notice accordance with the provisions of Renewal shall be deemed Section 13.1. (c) Upon at least two Business Days’ prior written notice to have been so delivered for all purposes under this Agreement. Within the limits of Administrative Agent and the Letter of Credit Facility, and subject Issuer (which notice the Administrative Agent shall promptly transmit to each of the limits referred to aboveLenders), the Borrower may request shall have the issuance right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment (or with respect to a Letter of Credit Issuer, the Letters of Credit Outstanding with respect to Letters of Credit issued by such Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment). (d) The Letter of Credit Issuer shall not be under this Section 2.01(b), repay any obligation to issue any Letter of Credit Advances resulting if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Letter of Credit Issuer from drawings thereunder pursuant issuing such Letter of Credit, or any law applicable to Section 2.04(csuch Letter of Credit Issuer or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over such letter of Credit Issuer shall prohibit, or request that such letter of Credit Issuer refrain from, the issuance of additional letters of credit generally or such Letter of Credit in particular or shall impose upon such Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (in each case, for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Letter of Credit Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Letter of Credit Issuer applicable to letters of credit generally; (iii) except as otherwise agreed by the Letter of Credit Issuer, such Letter of Credit is in an initial Stated Amount less than $50,000, in the case of a commercial Letter of Credit, or $10,000, in the case of a standby Letter of Credit; provided that none of the initial Letter of Credit Issuers or their respective affiliates shall be obligated or requested to issue commercial Letters of Credit; (iv) such Letter of Credit is denominated in a currency other than Dollars; (v) such Letters of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to fund under this Section 2.01(b)3.3 exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower have entered into arrangements reasonably satisfactory to the Letter of Credit Issuer to eliminate such Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (e) The Letter of Credit Issuer shall not increase the Stated Amount of any Letter of Credit if the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (f) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (g) The Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Letter of Credit Issuer with respect to such acts or omission, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), or a Committed Currency for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Closing Date until 60 30 days before the RC Maturity Termination Date of such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days five Business Days before the RC Maturity Termination Date and (A) in the case of a Standby such Issuing Bank, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the RC Maturity expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).

Letters of Credit. (i) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders at (including any replacement Revolving Credit Lenders) for the period following such timeTermination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d). (ii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofIssuance thereof (or such longer period agreed to by the applicable Issuing Bank in its sole discretion), but may by its terms be renewable annually automatically or upon written notice (a “Notice of Renewal”) given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice Notice of renewal Renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal expiration of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby standby Letter of Credit (a “Notice of Termination”) and (B) in or such shorter period as the case of a Trade Letter of Credit, 60 days after the date of issuance thereofIssuing Bank shall agree); provided, howeverthat no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, that after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date and the terms of each Standby standby Letter of Credit that is automatically renewable annually (“Auto-Extension Letter of Credit”) shall (x) require permit the applicable Issuing Bank that issued to prevent any such Standby extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire on be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date on which it otherwise would have been automatically renewednot later than 10 Business Days before the Termination Date; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable such Issuing Bank may in its discretionshall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be permitted, unless instructed or would have no obligation, at such time to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in issue such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility(as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.04 is not then satisfied, and subject in each such case directing such Issuing Bank not to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)permit such extension.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars at the request of any Borrower (such letters issuance, and any funding of credita draw thereunder, are deemed made by the “Letters of Credit”), for Issuing Banks in reliance on the account agreements of the Borrower other Banks pursuant to Section 2.2) from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before prior to the RC Maturity Termination Date in an aggregate Available Amount such that, immediately after giving effect to the issuance of each Letter of Credit, the aggregate Letter of Credit Liabilities (i) for in respect of all Letters of Credit issued by the Issuing Banks do not to exceed at the time of any time such issuance the aggregate of all Letter of Credit Facility Commitments at such time, (ii) for in respect of all Letters of Credit issued by such any Issuing Bank do not to exceed at the time of any such Issuing Bank’s issuance the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) in respect of all Letters of Credit outstanding at the time of any such issuance issued at the request of any Borrower do not exceed an amount equal to the Revolving Credit Commitments of the Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time; provided that in no event shall the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to any Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders Commitment of such Bank for TWC at the time of any such timeissuance. No Letter of Credit shall have an expiration date (including all rights of the a Borrower or the beneficiary to require renewal) renewals, but excluding automatic renewal provisions if the relevant Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 7 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified clause (i) of the Borrower (with a copy to the Administrative Agentdefinition herein of Termination Date) on or later than 7 Business Days prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit clause (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewali) of such Standby Letter the definition herein of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the a Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances Liability resulting from drawings thereunder pursuant to Section 2.04(c2.2(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters Each Letter of Credit shall be maintained for the benefit of SCE. (ii) Seller shall: (A) renew or cause the renewal of each outstanding Letter of Credit no less than sixty (60) days before its expiration (B) if the issuer of an outstanding Letter of Credit has indicated its intent not to exceed renew such Letter of Credit, provide alternative Project Security no less than twenty (20) Business Days prior to its expiration; and (C) if the issuer of a Letter of Credit fails to honor SCE’s properly documented request to draw on an outstanding Letter of Credit, provide substitute Project Security within three (3) Business Days after such refusal. (iii) Upon the occurrence of a Letter of Credit Default, Seller shall provide to SCE alternative Project Security on or before the third (3rd) Business Day after the occurrence thereof (or the fifth (5th) Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies). (iv) Upon or at any time after the occurrence and continuation of an Event of Default by Seller, SCE may draw on the entire undrawn portion of any outstanding Letter of Credit upon submission to the issuer of such Letter of Credit of one or more certificates specifying that such Event of Default has occurred and is continuing. In addition, SCE will have the right to draw on the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments any of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal reasons set forth in such Letter of Credit but in any event at least three Business Days prior to or its accompanying draw certificate. (v) Cash proceeds received by SCE from drawing upon the date of the proposed renewal of such Standby Letter of Credit shall be deemed Project Security for Seller’s obligations to SCE, and upon fulfillment of SCE shall have the applicable conditions rights and remedies set forth in Article III unless this Agreement with respect to such Issuing Bank has notified the Borrower cash proceeds. (vi) In all cases, all costs associated with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after including the date costs and expenses of issuance thereof; providedestablishing, howeverrenewing, that substituting, canceling, and changing the terms amount of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary be borne by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Seller.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, to including, without limitation, the applicable terms and conditions set forth in Article VII hereof, the Bank agrees that it will, following its receipt of a Letter of Credit Request, issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to be issued for the account of the Borrower one or better than such Issuing Bank’s Investment Grade Rating to issue) more irrevocable standby letters of credit denominated in Dollars which can be drawn down by a Buyer only if the Borrower, any Guarantor or an Eligible Joint Venture fails to perform any of its obligations under an Export Order (such letters each a “Letter of creditCredit” and collectively, the “Letters of Credit”), for ; provided that the account Bank shall be under no obligation to issue or cause to be issued any Letter of Credit if at the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount of such issuance: (i) for all Letters any order, judgment or decree of Credit not any Governmental Authority or arbitrator shall purport by its terms to exceed at any time enjoin or restrain the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each or Xxxxx Fargo from issuing such Letter of Credit or any requirement of law applicable to the Bank or Xxxxx Fargo or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank or Xxxxx Fargo shall prohibit, or request that the Bank or Xxxxx Fargo refrain from, the issuance of letters of credit generally; or (ii) subject to exceed the Unused Revolving Credit Commitments any Cover requirements set forth in Section 10.3 of this Agreement, (x) 25% of the Revolving Stated Amount of such Letter of Credit Lenders at plus (y) 25% of the aggregate Stated Amount of all outstanding Letters of Credit plus (z) 100% of the aggregate Unpaid Drawings then outstanding (after giving effect to all Unpaid Drawings reimbursed prior to or concurrently with the issuance of such time. No Letter of Credit) exceeds the International Borrowing Base then in effect; or (iii) if the Stated Amount of such Letter of Credit plus all Letter of Credit Outstandings (after giving effect to all Unpaid Drawings reimbursed prior to or concurrently with the issuance of such Letter of Credit) exceeds the Commitment; or (iv) unless the Bank and Ex-Im Bank shall give their prior written consent in their sole discretion, the expiry date of such Letter of Credit is later than 12 months from the date of issuance of such Letter of Credit; provided however, the Bank may issue or cause to be issued the Diyaar Project Letter of Credit so long as the Diyaar Project Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary to require renewal) not later than the earlier lesser of 60 (a) 27 months from the date of issuance of such Diyaar Project Letter of Credit and (b) the number of months from Closing Date to the Final Disbursement Date. (b) Notwithstanding the foregoing, (i) the Bank may not issue or cause to be issued during the final sixty (60) days before of the RC term of this Agreement any Letters of Credit which expire after the Maturity Date unless the Bank either has decided to renew this Agreement or has obtained the prior written approval of Ex-Im Bank and (Aii) in any Letter of Credit that shall have an expiration date after the case Maturity Date shall be subject to Cover, such Cover to be delivered to the Bank thirty (30) days prior to the Maturity Date. (c) The Borrower acknowledges that the Bank will be liable to Xxxxx Fargo for reimbursement of a any and all draws under Letters of Credit issued by Xxxxx Fargo and for all other amounts required to be paid under the applicable Application and the Standby Letter of Credit one year after Agreement. Accordingly, the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Borrower agrees to pay to the Issuing Bank that issued such any and all amounts required to be paid under the applicable Application and the Standby Letter of Credit Agreement, when and as required to be paid thereby. (d) From and after the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter Initial Date, all Existing Letters of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityissued pursuant hereto, and shall be subject to and governed by the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) terms and request the issuance of additional Letters of Credit under this Section 2.01(b)conditions hereof.

Letters of Credit. Each (1) Subject to the terms and conditions of this Agreement, (i) each Issuing Bank severally, but not jointly, severally agrees, at the request of the Company, to issue one or more standby letters of credit hereunder (as from time to time amended, each a "Letter of Credit") on any Business Day on or before the Outside Expiry Date and (ii) each Issuing Bank severally agrees to increase the Maximum Amount of any such Letter of Credit from time to time on or before the Outside Expiry Date; provided that each such issuance of, or increase in the Maximum Amount of, any Letter of Credit shall be subject to the limitations set forth in Section 2.01(a)(4). (2) Each Letter of Credit shall be in form and substance reasonably satisfactory to the relevant Issuing Bank and the Company. (3) Each Letter of Credit shall be issued by an Issuing Bank as sole issuer, and the Banks shall be deemed to acquire participations therein on the terms and conditions hereinafter set forthof Section 2.01(b). (4) Anything in this Agreement to the contrary notwithstanding, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for the sum of (x) the aggregate amount of the LC Exposures of all of the Banks plus (y) the aggregate amount of the Revolving Credit Exposures of all of the Banks may not at any time exceed the Total Commitments, (ii) the aggregate amount of the LC Exposures of each Bank plus (y) the aggregate amount of the Revolving Credit Exposure of such Bank may not at any time exceed such Bank's Commitment, (iii) the aggregate Maximum Amount of all Letters of Credit may not to exceed at any time exceed the Letter LC Sublimit and the Maximum Amount of Credit Facility at such time, (ii) for all Letters of Credit issued by such any Issuing Bank may not to exceed the Fronting Commitment of such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such no Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have may provide for an expiration date (including all rights of the Borrower or the beneficiary to require renewal) LC Expiry Date later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Outside Expiry Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant Subject to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(bclause (iv), repay any Letter of Credit Advances resulting from drawings thereunder pursuant shall, if requested by the Company, include customary evergreen provisions (including appropriate language allowing the relevant Issuing Bank to Section 2.04(cexercise non-renewal rights). (5) Notwithstanding anything herein to the contrary, the Banks shall have no obligation hereunder to issue, and request the issuance of additional Letters shall not issue, any Letter of Credit under the proceeds of which would be made available to any Person to fund any activity or business in any manner that would result in a violation of any Sanctions by any party to this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement, Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “be issued Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount outstanding face amount not to exceed (i) for all the lesser of the Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the then outstanding principal balance of the Advances; provided that the face amount of outstanding Letters of Credit not to exceed at (including drawn but unreimbursed Letters of Credit and any time the Letter of Credit Facility at such time, Reserve) shall not in any case exceed FIVE HUNDRED THOUSAND AND NO/100THS Dollars (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time$500,000). No Each Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary to require renewal) no later than one hundred eighty (180) days after the earlier of 60 days before the RC Revolving Maturity Date and (A) in the case of a Standby provided that Borrowers Letter of Credit one year reimbursement obligation shall be secured by cash on terms acceptable to Bank at any time after the date Revolving Maturity Date if the term of issuance thereof, but may this Agreement is not extended by Bank. All Letters of Credit shall be in form and substance acceptable to Bank in its terms sole discretion and shall be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby terms and conditions of Banks form of standard Application and Letter of Credit Agreement. (b) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the Administrative Agent on terms of this Agreement and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense or prior liability, including, without limitation, reasonable attorneys' fees, arising out of or in connection with any Letters of Credit. (c) Borrower may request that Bank issue a Letter of Credit payable in a currency other than United States Dollars. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent of the amount thereof (plus cable charges) in United States currency at the then prevailing rate of exchange in San Francisco, California, for sales of that other currency for cable transfer to the country of which it is the currency. (d) Upon the issuance of any date Letter of Credit payable in a currency other than United States Dollars, Bank shall create a reserve under the Committed Revolving Line for notice letters of renewal set forth credit against fluctuations in currency exchange rates, in an amount equal to ten percent (10%) of the face amount of such Letter of Credit but in any event at least three Business Days prior to (the date of the proposed renewal of such Standby "Letter of Credit and upon fulfillment Reserve"). The amount of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but Reserve may be amended by Bank from time to time to account for fluctuations in any event at least 30 days prior to the date exchange rate. The availability of automatic renewal funds under the Committed Revolving Line shall be reduced by the amount of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Reserve for so long as such Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)remains outstanding.

Letters of Credit. Each Issuing Bank severallyDuring the Revolving Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “amend Letters of Credit”), Credit for the account of the Borrower from time to time or its Subsidiaries (provided that Borrower is an obligor on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Application submitted to the Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each in connection with any such Letter of Credit to be issued for the account of any of Borrower’s Subsidiaries), or to amend or extend Letters of Credit previously issued by it, in the aggregate amount up to but not to exceed exceeding the Unused Revolving Letter of Credit Commitments of the Revolving Credit Lenders at such time. No Sublimit; provided, (i) each Letter of Credit shall be denominated in an Agreed Currency; (ii) the initial stated amount of each Letter of Credit shall not be less than $250,000 (or its equivalent in any other Agreed Currency) or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit (x) have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (1) the RC Maturity Revolving Commitment Termination Date and (A2) in the case of a Standby Letter of Credit date which is one year after from the date of issuance thereof, but may by its terms of such standby Letter of Credit; or (y) be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued if such Standby standby Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the Administrative Agent on earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period by giving prior notice (“Non-Extension Notice”) to the beneficiary thereof not later than a day prior to such date of expiration; provided, Issuing Bank shall not extend any date for notice of renewal set forth in such Letter of Credit but in any event at least three if it has received written notice that an Event of Default has occurred and is continuing seven (7) Business Days prior before the Non-Extension Notice date; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to the date of the proposed renewal of such Standby issue any Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the entered into arrangements satisfactory to it and Borrower (to eliminate Issuing Bank’s risk with a copy respect to the Administrative Agent) on or prior to the date for notice of termination set forth participation in such Letter Letters of Credit but in any event at least 30 days prior to of the date of automatic renewal of its election not to renew Defaulting Lender, including by cash collateralizing such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Defaulting Lender’s Pro Rata Share of the Letter of Credit FacilityUsage; provided, and subject further, Issuing Bank shall not be under any obligation to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay issue any Letter of Credit Advances resulting if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from drawings thereunder pursuant issuing such Letter of Credit, or any law applicable to Section 2.04(cthe Issuing Bank or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of additional Letters letters of credit generally or such Letter of Credit under this Section 2.01(b)in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it or (y) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Letters of Credit. Each Issuing Bank severallyUpon the Borrower’s request, but not jointly, agrees, on and subject to the terms and conditions hereinafter set forthforth herein, to the Bank shall issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), ) for the account of the Borrower’s account. The Borrower from time shall not in any event be entitled to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the obtain a Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause after the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments expiration of the Revolving Credit Lenders at such time. No Period, and no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later that is more than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby . The Outstanding Letter of Credit and Amount shall not in any event exceed $500,000.00 (the Administrative Agent on or prior to any date for notice of renewal set forth in such “Letter of Credit but in Sublimit Amount”) or such lesser amount as is set forth herein. For purposes of this Agreement, the “Outstanding Letter of Credit Amount” shall mean: (a) amounts available for draws under outstanding Letters of Credit (whether or not such draws are subject to satisfaction of prior conditions); and (b) the amount of any event draws under Letters of Credit for which the Bank has not received reimbursement. The Borrower shall request Letters of Credit by giving the Bank written notice of each request at least three five (5) Business Days prior to the date issuance of the proposed renewal Letter of Credit. The Borrower shall, with such Standby request, complete an application in form acceptable to the Bank and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, as amended or restated from time to time, a “Reimbursement Agreement”) concerning the Letter of Credit and upon fulfillment of as the applicable conditions set forth in Article III unless such Issuing Bank has notified may require. In the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade draw on a Letter of Credit, 60 days after the date Bank may at its option obtain an advance under the Revolving Note (upon notice to the Borrower) to reimburse the Bank for such draw. If the Bank elects not to obtain an advance under the Revolving Note or if credit in the amount of issuance thereof; providedthe draw is not then available under the Revolving Note, however, that the terms Borrower shall immediately upon demand reimburse the Bank for the amount of each Standby the draw together with interest thereon and such other amounts as may be due under any applicable Reimbursement Agreement. The Bank shall not in any event be required to issue a Letter of Credit that is automatically renewable annually during the continuance of a Default or Event of Default hereunder. The Borrower shall (x) pay the Bank such issuance fees as the Bank may reasonably require the Issuing Bank that issued such Standby with respect to each Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause A) on the Closing Date, each Existing Letter of Credit shall remain outstanding, in accordance with its Affiliate that is terms, and shall constitute a commercial bank that has an Investment Grade Rating equal to or better than such Letter of Credit hereunder; (B) each LC Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated Bank agrees, in Dollars (such letters of credit, reliance upon the “Letters of Credit”), for the account agreements of the Borrower Revolving Lenders set forth in this Section 2.3, (1) from time to time on any Business Day during the period from the date hereof Closing Date until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to issue Letters of Credit denominated in Dollars or in Canadian Dollars (iisubject to the limitations set forth below) for all the account of US Borrower, Canada Borrower or their respective Affiliates in an aggregate stated amount not to exceed such LC Issuing Bank’s “Revolving Loan and Letter of Credit Commitment” set forth on Appendix A, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.3(b) below and the applicable LC Issuing Banks shall continue any Existing Letters of Credit, and (2) to honor drawings under the Letters of Credit; and (C) the Revolving Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not for the account of US Borrower or Canada Borrower or their respective Affiliates and any drawings thereunder; provided that, in the case of clause (B)(1) above, after giving effect to exceed such Issuing Bank’s any Credit Extension with respect to any Letter of Credit Commitment at such timeCredit, (iiiw) for all solely with respect to Letters of Credit issued by in support of obligations of Affiliates of the US Borrower or Canada Borrower that are not Credit Parties or Restricted Subsidiaries, the requirements of Section 6.4(c) shall have been satisfied as of the date of such Issuing Bank issuance, (x) the Total Utilization of Revolving Commitments shall not to cause exceed the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, Commitments then in effect and (ivy) for each such Letter of Credit the L/C Obligations shall not to exceed the Unused Revolving Credit Commitments L/C Sublimit then in effect. Each request by US Borrower or Canada Borrower for the issuance, amendment or extension of the Revolving Credit Lenders at such time. No a Letter of Credit shall be deemed to be a representation by US Borrower or Canada Borrower (as applicable) that the Credit Extension so requested complies with the conditions set forth in clauses (x) and (y). Within the foregoing limits, and subject to the terms and conditions hereof, US Borrower’s and Canada Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly US Borrower and Canada Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have an expiration expired or that have been drawn upon and reimbursed. Subject to the L/C Sublimit, the US Borrower or Canada Borrower, and any Revolving Lender, may agree to and amend Appendix A to establish or increase (as the case may be) a commitment to issue Letters of Credit by such Revolving Lender, which, for the avoidance of doubt, shall not require the consent of any other Person. (ii) No LC Issuing Bank shall issue, amend or extend any Letter of Credit, if: (1) subject to Section 2.3(b), the expiry date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby requested Letter of Credit one year would occur more than twelve (12) months after the date of issuance thereofor last extension, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the unless such LC Issuing Bank has approved such expiry date; provided that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but may provide for the renewal thereof in any event at least three Business Days prior to accordance with Section 2.3(b); or (2) the expiry date of the proposed renewal of such Standby requested Letter of Credit and upon fulfillment would occur after the Letter of the applicable conditions set forth in Article III Credit Expiration Date, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) Letter of Credit will be Cash Collateralized on or prior to the date for notice Letter of termination set forth Credit Expiration Date in an amount equal to at least 102% of the face amount of such Letter of Credit but in any event at least 30 days prior to Credit; provided that, the date terms of automatic renewal of its election not to renew such Standby each Letter of Credit (a “Notice may, if requested by the US Borrower or Canada Borrower prior to issuance, amendment or extension, as applicable, of Termination”) and (B) in the case of a Trade such Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xA) require the LC Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice notice of Termination, termination or non-renewal and (yB) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and terminated or not renewed. (ziii) No LC Issuing Bank shall be under any obligation to issue, amend or extend any Letter of Credit if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing the Letter of Credit, or any Governmental Rule applicable to such LC Issuing Bank or any request or directive (whether or not permit having the expiration date force of law) from any Governmental Authority with jurisdiction over such LC Issuing Bank shall (after giving effect to any renewalA) prohibit, or request that such LC Issuing Bank refrain from, the issuance of such Standby letters of credit generally or the Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable particular, (B) impose upon such LC Issuing Bank pursuant with respect to the immediately preceding sentence, such Standby Letter of Credit shall expire any Change in Law or Governmental Rule regarding required capital adequacy or liquidity (for which such LC Issuing Bank is not compensated under Section 2.17) which was not in effect or applicable to such LC Issuing Bank on the date on which it otherwise would have been automatically renewed; providedClosing Date, however, that even in the absence of receipt of a Notice of Renewal the applicable or (C) impose upon such LC Issuing Bank may any unreimbursed loss, cost or expense (for which such LC Issuing Bank is not compensated under Section 2.17 or otherwise to the satisfaction of the LC Issuing Bank, at the Borrowers’ election) which was not applicable on the Closing Date and which such LC Issuing Bank in good faith, and in its sole discretion, unless instructed deems material to it; (2) the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits issuance of the Letter of Credit Facilitywould violate one or more policies of the applicable LC Issuing Bank applicable to letters of credit generally applied to such LC Issuing Bank’s similarly situated customers, and subject including a policy not to the limits referred to above, the Borrower may request the issuance of issue Letters of Credit under this Section 2.01(bin the requested currency; (3) except as otherwise agreed by Administrative Agent and the applicable LC Issuing Bank (such consent not to be unreasonably withheld), repay the Letter of Credit is in an initial stated amount less than twenty-five thousand Dollars ($25,000) or Canadian Dollars (CAD $25,000); or (4) any Revolving Lender is at that time a Defaulting Lender, unless the applicable LC Issuing Bank in good faith, and in its sole discretion, is satisfied that (x) the participations in any existing Letters of Credit as well as the new, amended or extended Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.20(a)(iii) or (y) such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.20(c). (iv) Each LC Issuing Bank shall agree to amend or extend any Letter of Credit Advances resulting from drawings thereunder pursuant if (1) such LC Issuing Bank would have any obligation at such time to Section 2.04(cissue the Letter of Credit in its amended or extended form under the terms hereof, and (2) and request the issuance beneficiary of additional the Letter of Credit accepts the proposed amendment or extension to the Letter of Credit. (v) Each LC Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit under this issued by it and the documents associated therewith, and each LC Issuing Bank shall have all of the benefits and immunities (1) provided to Administrative Agent in Section 2.01(b)9 with respect to any acts taken or omissions suffered by such LC Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and LC Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the LC Issuing Banks with respect to such acts or omissions, and (2) as additionally provided herein with respect to the LC Issuing Banks.

Letters of Credit. (a) From time to time, Lender may issue letters of credit for Borrower's account upon at least five (5) Banking Days' prior written notice from Borrower; provided, however, that at no time shall the sum of (i) the face amount of all undrawn letters of credit, plus (ii) the amount of all drawings under letters of credit which have not been reimbursed by Borrower to Lender, plus (iii) the amount of all outstanding Advances, exceed, the Maximum Availability. In the event such disbursement under the Loan causes the total amount of credit outstanding under the Loan to exceed the limitations set forth in this Agreement, Borrower will immediately pay the excess to Lender upon Lender's demand. (b) Each Issuing Bank severally, but not jointly, agrees, on letter of credit shall be issued pursuant to the terms and conditions hereinafter set forth, to issue of a Lender standard form Application and Agreement for Letter(s) of Credit (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue"Letter of Credit Agreement") letters executed by Borrower; and each letter of credit denominated shall be in Dollars (such letters form and substance and in favor of credit, beneficiaries satisfactory to Lender. Pursuant to the “Letters terms and conditions of Credit”), for the account Lender's standard form of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters Letter of Credit not Agreement, any drawings under a letter of credit shall be repaid by Borrower to exceed at any time Lender on demand; and the Letter of Credit Facility at such time, Agreement will set forth all of the terms and conditions regarding the issuance of a letter of credit and any draws thereunder. (iic) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s The Letter of Credit Commitment Agreement shall set forth the rate of interest on any draws thereunder. Until repaid, any drawing under the letter of credit shall bear interest at such time, the rate specified in the Note for Advances and shall be due and payable within thirty (iii30) for all Letters days from the date drawn. (d) Each letter of Credit issued by such Issuing Bank not to cause credit shall expire on or before the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than that is the earlier of 60 days before the RC Maturity Date and (Ai) in the case of a Standby Letter of Credit one (1) year after the date of issuance thereofthereof or (ii) the Maturity Date. (e) Each letter of credit shall be issued only for the account of Borrower or for an affiliate of Borrower acceptable to Lender in its sole discretion. (f) If at any time there are letters of credit outstanding and this Loan is canceled or expires, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Borrower shall provide Lender with cash collateral in an amount at least equal to the Issuing Bank that issued such Standby Letter aggregate amount of Credit all letters of credit outstanding, or other form of collateral acceptable to Lender in its sole and the Administrative Agent on or prior absolute discretion. (g) Borrower shall pay to any date Lender nonrefundable issuance fees for notice each letter of renewal set forth credit in such Letter of Credit but in any event at least three Business Days prior an amount equal to the date two percent (2.0%) per annum of the proposed renewal face amount of such Standby Letter letter of Credit and credit, payable upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters each letter of Credit under this Section 2.01(bcredit for the first year and upon each anniversary of such issuance date (which fee shall be pro rated for any partial year). Such fees shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cwhich results in higher fees than if a three hundred sixty-five (365) and request the issuance of additional Letters of Credit under this Section 2.01(b)day year were used.

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issueissue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letters of Credit (such letters of creditset forth on Schedule IV hereto) (collectively, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to and upon the terms and ----------------- conditions hereinafter herein set forth, the Borrower may request that any Issuing Bank issue, at any time and from time to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal time on and after the Effective Date and prior to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”)Revolving Loan Maturity Date, for the account of the Borrower from time to time on and for the benefit of any Business Day during holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Indebtedness of the period from Borrower or any of its Subsidiaries that are Guarantors, an irrevocable standby letter of credit, in a form customarily used by such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such standby letter of credit, a "Letter of Credit") in support of such L/C Supportable ---------------- Indebtedness. (b) Notwithstanding the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount foregoing, (i) for all Letters no Letter of Credit not shall be issued the Stated Amount of which, when added to exceed at any time the Letter of Credit Facility Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $10,000,000 or (y) when added to the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks and then outstanding, an amount equal to the Adjusted Total Revolving Loan Commitment at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration by its terms terminate on or before, the date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year which occurs 12 months after the date of the issuance thereof, thereof but may by its terms be renewable annually upon notice not beyond the 30th day prior to Revolving Loan Maturity Date (a “Notice of Renewal”) given to the Issuing Bank that issued although any such Standby Letter of Credit and may be extendable for successive periods of up to 12 months, but not beyond the Administrative Agent on or 30th day prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior Revolving Loan Maturity Date), on terms acceptable to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”thereof) and (Biii) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even be denominated in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Dollars.

Letters of Credit. Each Issuing Bank severallyDuring the period from and including the Closing Date to, but not jointlyexcluding, the thirty (30) days immediately preceding the Final Maturity Date, the Issuing Bank, as the Letter of Credit issuer for the Lenders, agrees, on at the terms and conditions hereinafter set forthrequest of the Borrower, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of extend credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower or any Subsidiary at any time and from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all by issuing, renewing, extending or reissuing Letters of Credit not to exceed on the terms, conditions and limitations hereinafter set forth; provided however, the LC Exposure at any one time outstanding shall not exceed the Letter lesser of Credit Facility at such time, (iix) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Aggregate Maximum Revolving Credit Advances made by such Issuing Bank Commitments, as then in effect, minus the aggregate principal amount of all Loans then outstanding, or (y) the LC Commitment; and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; further provided, however, that any Carve Out LCs shall in all respects be subject to the terms Carve Out LC Cap and subject further, without limitation, to the requirements of each Standby Letter clause (iv) below. The Lenders shall participate in such Letters of Credit (including any Letters of Credit issued under the Existing Credit Agreement that is automatically renewable annually are outstanding and unexpired as of the Closing Date) according to their respective Percentage Shares. Each of the Letters of Credit shall (xi) require be issued by the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationBank, (yii) permit contain such beneficiaryterms and provisions as are reasonably required by the Issuing Bank, upon receipt (iii) be for the account of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice Subsidiary thereof and (iv) in any event expire not later than five (5) days before the Final Maturity Date except only for the Carve Out LCs, the outstanding and unfunded aggregate amount of Termination is given by which shall in no event exceed the applicable Issuing Bank pursuant Carve Out LC Cap and otherwise comply with the terms, limitations and conditions of this Agreement. Notwithstanding the foregoing or anything in this Agreement to the immediately preceding sentencecontrary, such Standby no Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedwill be issued, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, increased or extended: 20 (i) unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, is in form and subject substance acceptable to the limits referred Issuing Bank in its sole discretion; (ii) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (iii) unless in the case of issuance of a new Letter of Credit, the borrower has delivered to abovethe Issuing Bank a completed and executed Letter of Credit Application; (iv) as to each requested Carve Out LCs, the Borrower may request must provide acceptable cash collateral, cash equivalent collateral or a back to back letter of credit from a reputable banking institution to the issuance Agent, as beneficiary, acceptable to the Agent, the Issuing Bank and the Lenders providing not less than 100% coverage of Letters the outstanding and unfunded amount thereof to the Agent for the benefit of the Issuing Bank and the Lenders in form, scope and substance acceptable to the Agent and the Issuing Bank not less than ninety (90) days prior to the Final Maturity Date; and (v) unless such Letter of Credit under this Section 2.01(bis governed by (1) the Uniform Customs and Practice for Documentary Credits (1993 Revision), repay International Chamber of Commerce Publication No. 500, or (2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender. If the terms of any Letter of Credit Advances resulting from drawings thereunder pursuant Application referred to Section 2.04(cin the foregoing clause (iii) and request conflicts with the issuance terms of additional Letters this Agreement, the terms of Credit under this Section 2.01(b)Agreement shall control.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter hereof, including but not limited to the limitations set forthforth in Subsection 2.1(a) and 2.4 hereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) the Revolving Credit Commitments may be utilized, upon the request of the Borrowers, for the issuance of standby letters of credit denominated in Dollars by the Issuing Bank (such letters of credit, the “"Letters of Credit”"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the . Each Letter of Credit Facility at issued hereunder shall be in such timeform, (ii) for all Letters of Credit issued by contain such terms, and support such transactions as shall be satisfactory to the Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timein its sole discretion. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than a term extending beyond the earlier of 60 days before the RC Maturity Date and (Ai) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may or (ii) the Revolving Credit Maturity Date. (b) Each Letter of Credit shall be requested by its terms be renewable annually upon the Borrowers by irrevocable notice (a “Notice of Renewal”effective upon receipt) given from the Borrowers to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior (which shall promptly give notice thereof to any date for notice of renewal set forth in such Letter of Credit but in any event at least the Banks) no later than 10:00 a.m. (Eastern Time) three (3) Business Days prior to the date of the proposed renewal issuance of the Letter of Credit. Each such notice from the Borrowers shall be in writing, or shall be by telephone or telecopier, confirmed immediately in writing, specifying the proposed (i) date of issuance of the Letter of Credit, (ii) maximum amount of such Standby Letter of Credit, (iii) expiration date of the Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit, (v) form of such Letter of Credit, and (vi) description of transaction supported by the Letter of Credit, and shall be evidenced by an executed Notice of Borrowing. The request shall be accompanied by such other applications, agreements, information, and documents as the Agent or the Issuing Bank shall require, and the payment of the fees and commissions described in Subsection 2.8 hereof. (c) If the form of the Letter of Credit and upon fulfillment transaction supported by the Letter of Credit is satisfactory to the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy in its sole discretion, and subject to the Administrative Agent) on or prior to other terms and conditions of this Agreement, the date for notice of termination set forth in Issuing Bank will make such Letter of Credit available to the Borrower designated in the Notice of Borrowing at the Issuing Bank's Lending Office described in the signature pages hereof or as otherwise agreed with the Borrowers in connection with such issuance. (d) Upon the issuance of any Letter of Credit by the Issuing Bank, the Issuing Bank shall be deemed, irrevocably and without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, irrevocably and without further action by any party hereto, to have purchased from the Issuing Bank, an undivided interest and participation in, to the extent of such Bank's Pro Rata Portion, the Letter of Credit and the related Letter of Credit Contingent Obligation. The Issuing Bank shall notify the Agent of the issuance of any Letter of Credit, and the Agent shall promptly notify each Bank of such Bank's Pro Rata Portion of the amount of the Letter of Credit and the related Letter of Credit Contingent Obligation. Each Bank's Pro Rata Portion of the Letter of Credit Contingent Obligation shall be deemed to utilize the Bank's Revolving Credit Commitment and reduce the availability thereunder, until such time as the Letter of Credit Contingent Obligation terminates by virtue of expiration of or payment under the Letter of Credit. (e) The payment by the Issuing Bank of a draft drawn under a Letter of Credit shall constitute for all purposes hereunder the making by the Issuing Bank of a Revolving Credit Advance (which shall be a Prime Rate Advance unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), in the amount of such payment (but without any requirement for compliance with the requirements for the making of a Revolving Credit Advance contained in Subsections 2.1 and 2.2 and Section 5 hereof). (f) The Issuing Bank shall give the Agent prompt notice of any event at least 30 days prior presentation of a draw under a Letter of Credit in writing or by telephone or telecopier, and the Agent shall give prompt notice thereof to the Banks. Each Bank shall, on the date of automatic renewal receipt of such notice, either (i) make a Revolving Credit Advance (which shall be a Prime Rate Advance unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof) in an amount equal to its election not to renew such Standby Pro Rata Portion of the payment under the Letter of Credit, subject to the requirements for the making of a Revolving Credit Advance contained in Subsection 2.1 and 2.2 and Section 5 hereof), and shall simultaneously make available to the Issuing Bank at its Lending Office specified in the signature pages hereof, in immediately available funds, the proceeds of such Revolving Credit Advance, or (ii) if for any reason Borrowers is not entitled on such day to receive a “Notice Revolving Credit Advance each Bank shall pay to the Issuing Bank such Bank's Pro Rata Portion of Termination”such draw, whereupon such Bank shall acquire a participation, to the extent of such Pro Rata Portion, in the claim of the Issuing Bank against Borrowers in respect of such draw. (g) If and to the extent that any Bank shall not have so made the proceeds of such a Revolving Credit Advance available to the Issuing Bank, the Bank and the Borrowers severally agree to repay to the Issuing Bank forthwith upon demand, to the extent not collected from the other, such corresponding amount together with interest thereon, for each day from the date of receipt of notice of the draw until the date the Bank's Pro Rata Portion thereof is paid to the Issuing Bank at (Bi) in the case of a Trade Letter the Borrowers, the interest rate applicable at the time to the Advances, and (ii) in the case of Creditthe Bank, 60 days after the date of issuance thereof; Federal Funds Rate, provided, however, that the terms of each Standby Letter of Borrowers shall not be required to so repay such amount if and to the extent that the Agent, in its capacity as a Bank, has availability therefor under its Revolving Credit that is automatically renewable annually Commitment. In such circumstances, the Agent, in its capacity as a Bank, may, but shall (x) require the Issuing Bank that issued such Standby Letter of not be required to, make an Advance under its Revolving Credit to give the beneficiary named Commitment in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt respect of such notice, to draw under such Standby Letter of Credit prior amount. If the Borrowers shall repay to the date Agent such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit corresponding amount, or if the expiration date (after giving effect to any renewal) of such Standby Letter of Credit Agent, in any event to be extended to its capacity as a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentenceBank, makes an Advance therefor, such Standby Letter payment or Advance shall not relieve the delinquent Bank of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)obligations hereunder.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such i) each Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated Bank agrees, in Dollars (such letters of credit, reliance upon the “Letters of Credit”), for the account agreements of the Borrower other Banks set forth in Section 2.20, (A) from time to time on any Domestic Business Day during the period from the date hereof Amendment Effective Date until 60 days before the RC Maturity Date in an aggregate Available Amount Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for all the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower as a back-up confirmation or backup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit not to exceed at any time the Letter of Credit Facility at such timepreviously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) for all to honor drawings under the Letters of Credit issued by such Issuing Bank not it; and (ii) the Banks severally agree to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit and (3) the Outstanding Amount of all L/C Obligations of each Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit of such Initial Issuing Bank unless otherwise agreed by such Initial Issuing Bank not Bank; provided, further that the 2017 Banks agreement to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and purchase participations in Letters of Credit issued by such Issuing Bank shall be limited to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter their Pro Rata Share of any Letters of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have with an expiration date (including all rights of the Borrower or the beneficiary to require renewal) that is no later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Domestic Business Days prior to the date of 2017 Commitment Termination Date and is otherwise subject to the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions limitations set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity DateSection 3.03(d). If either a Notice of Renewal is not given Each request by the Borrower for the issuance of, or a Notice of Termination is given by an amendment to increase the applicable Issuing Bank pursuant to the immediately preceding sentenceamount of, such Standby any Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been be a representation by the Borrower that the L/C Credit Extension so delivered for all purposes under this Agreementrequested complies with the condition set forth in the proviso to the preceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(b)shall be fully revolving, repay 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. Notwithstanding anything to the contrary herein, no Issuing Bank shall issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance other than a Standby Letter of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (i) Subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated this Agreement and in Dollars (such letters reliance upon the representations and warranties of creditHoldings and Borrower contained herein, the “Revolving Loan Commitment may, in addition to advances under the Revolving Loan, be utilized, upon the request of Borrower, for the issuance of Letters of Credit”). On the terms and subject to the conditions contained herein, for each L/C Issuer agrees to Issue, at the account request of the Borrower Borrower, in accordance with such L/C Issuer’s usual and customary business practices, Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Commitment Termination Date and 7 days prior to the date hereof until 60 days before specified in clause (a) of the RC Maturity Date in an definition of Commitment Termination Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (A) the aggregate Available outstanding principal balance of Revolving Loans would exceed the Maximum Amount (i) or the Letter of Credit Obligations for all Letters of Credit not to would exceed at any time $10,000,000 (the Letter “L/C Sublimit”); (B) the expiration date of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit (1) is not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date a Business Day, (including all rights of the Borrower or the beneficiary to require renewal2) later is more than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof or (a “Notice of Renewal”3) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 is later than 7 days prior to the date specified in clause (a) of automatic renewal the definition of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofCommitment Termination Date; provided, however, that the terms of each Standby any Letter of Credit that is automatically renewable annually shall with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) require each of Borrower and such L/C Issuer have the Issuing Bank that issued option to prevent such Standby renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (3) above; or (1) any fee due in connection with, and on or prior to, such Issuance has not been paid, (2) such Letter of Credit is requested to give the beneficiary named be issued in a form that is not acceptable to such Standby L/C Issuer or (3) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit notice is issued for the account of any Notice Subsidiary of TerminationBorrower, (y) permit such beneficiaryPerson), upon receipt the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such notice, to draw under such Standby Letter of Credit prior to (collectively, the date “L/C Reimbursement Agreement”). For each such Standby Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewedCredit; provided, however, that even in no Letter of Credit shall be Issued during the absence period starting on the first Business Day after the receipt by such L/C Issuer of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative notice from Agent or the BorrowerRequired Revolving Lenders that any condition precedent contained in Section 7.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Immediately upon the issuance by an L/C Issuer of a Letter of Credit, deem that a Notice and without further action on the part of Renewal had been timely delivered and in such caseAgent or any of the Lenders, a Notice of Renewal each Revolving Lender shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the purchased from such L/C Issuer a participation in such Letter of Credit Facility, and subject (or in the L/C Issuer’s obligation under a risk participation agreement with respect to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any a Letter of Credit Advances resulting from drawings thereunder pursuant Credit) equal to Section 2.04(c) and request such Revolving Lender’s Pro Rata Share of the issuance aggregate amount available to be drawn under such Letter of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), or any Committed Currency for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such each Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank Termination Date; provided that issued such Standby no Letter of Credit and may expire after the Administrative Agent on or prior Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Commitments of the Extending Lenders (including any date replacement Lenders) for notice the period following such Termination Date would be less than the Available Amount of renewal set forth the Letters of Credit expiring after such Termination Date; provided, further, that in such respect of any Letter of Credit but with an expiry later than the date that is 90 days prior to the Termination Date, the Borrower shall deliver to the Agent cash collateral on such 90th day, pursuant to documentation reasonably satisfactory to the Agent, in any event at least three an amount equal to the sum of (x) the aggregate stated amount of all Letters of Credit with an expiry later than the date five Business Days prior to the date Termination Date and (y) an amount equal to the full amount of the proposed renewal of fees that would accrue with respect to such Standby Letter Letters of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agentunder Section 2.05(b) on or prior to the date for notice of termination set forth in if each such Letter of Credit but in any event at least 30 days with an expiry later than the date five Business Days prior to the date of automatic renewal of its election Termination Date were not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit drawn or cancelled prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementstated expiry. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, Lender agrees, on subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters incur Letter of credit denominated Credit Obligations in Dollars (such letters of credit, the “Letters of Credit”), for the account respect of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all issuance of Letters of Credit issued on terms acceptable to Lender and supporting obligations of a Borrower incurred in the ordinary course of such Borrower’s business, in order to support the payment of such Borrower’s inventory purchase obligations, capital asset acquisitions, insurance premiums, or utility or other operating expenses or to support a Borrower's obligations under a contract for performance and obligations, and, in the case of any letters of guarantee, for such purposes as Lender may agree in its sole discretion, as Borrower shall request by written notice to Lender that is received by Lender not less than five (5) Business Days prior to exceed the requested date of issuance of any such Letter of Credit; provided, that: (a) the aggregate amount of all Letter of Credit Obligations at any one time outstanding (whether or not then due and payable) shall not exceed the Letter of Credit Facility at such time, Sublimit; (iib) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No no Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary to require renewal) which is later than the earlier of 60 days before the RC Maturity Stated Expiry Date and (A) in the case of a Standby Letter of Credit or one year after following the date of issuance thereof, but may thereof unless otherwise agreed by its terms the Lender; (c) all letters of guarantee shall be renewable annually upon notice and shall be continued in the sole discretion of Lender; and (a “Notice of Renewal”d) given Lender shall be under no obligation to the Issuing Bank that issued such Standby incur any Letter of Credit and Obligation if after giving effect to the Administrative Agent on or prior to any date for notice incurrence of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to Obligation, the date of the proposed renewal of such Standby Letter of Credit Net Borrowing Availability would be less than zero. A Borrower will enter into an application and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date agreement for notice of termination set forth in each such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severallyDuring the Revolving Commitment Period, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthhereof, Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), Credit for the account of Borrowers in the Borrower from time aggregate amount up to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit but not to exceed at any time exceeding the Letter of Credit Facility at such timeSublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) for all Letters the stated amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s each Letter of Credit Commitment at shall not be less than $5,000 or such time, lesser amount as the applicable Issuing Bank and Borrowers may agree; (iii) for all Letters after giving effect to such issuance, in no event shall the Total Utilization of Credit issued by such Issuing Bank not to cause Revolving Commitments exceed the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and Commitments then in effect; (iv) for each after giving effect to such issuance, in no event shall the Letter of Credit not to Usage exceed the Unused Revolving Letter of Credit Commitments of the Revolving Credit Lenders at such time. No Sublimit then in effect; and (v) no event Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 (1) five days before prior to the RC Maturity third anniversary of the Closing Date and (A) in the case of a Standby “Letter of Credit Expiration Date”) and (2) the date which is one year after from the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Issuing Bank may agree in its reasonable discretion that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each (but in any event, not beyond the Letter of Credit Expiration Date unless Borrowers shall, not later than five days preceding the Letter of Credit Expiration Date, Cash collateralize in accordance with Section 2.4(i), on terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to the Letter of Credit Usage with respect to any Letters of Credit having an expiry date later than the Letter of Credit Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrowers shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such Cash collateral, the application thereof or reimbursement in respect thereof is automatically renewable annually required to be returned to Borrowers by Issuing Bank after the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in such cash collateral account shall be held and applied by Administrative Agent in the manner and for the purposes set forth in Section 2.4(d)), unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit unless (x) require first, Administrative Agent is holding sufficient Cash collateral for the Issuing Bank that issued obligations of such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationDefaulting Lender, (y) permit such beneficiarysecond, upon receipt after taking into account the reallocation of such noticeDefaulting Lender’s participation obligations pro rata, to draw under among the non-Defaulting Lenders, the Revolving Exposure of such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and Revolving Lenders does not exceed their respective Revolving Commitments or (z) not permit third, Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect to the expiration date (after giving effect to any renewal) Defaulting Lenders’ participation obligations in respect of such Standby Letter Letters of Credit in any event to be extended to a date later than 60 days before of the RC Maturity Date. If either a Notice of Renewal is not given Defaulting Lender, including by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, Cash collateralizing such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Defaulting Lender’s Pro Rata Share of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Usage.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Other than as specified on Schedule 2.01(b), no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (x) the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”y) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 10 Business Days prior to the date of the proposed renewal of such Standby final Termination Date, provided that no Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days may expire after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice Termination Date of any Notice of TerminationNon-Consenting Lender if, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 60 days before the RC Maturity expiring after such Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, Facility and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Restatement Date until 60 30 days before the RC Maturity latest Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for all Letters of Credit issued by such each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time, time and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit Lenders at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of the any Borrower or the beneficiary to require renewal) later than the earlier of 60 (x) 15 days before prior to the RC Maturity latest Termination Date and or (Ay) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank ; provided that issued such Standby any Letter of Credit and which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Administrative Agent on or prior foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any date for notice of renewal set forth such automatic extension from taking place. Notwithstanding anything to the contrary in such Letter the preceding sentence, Letters of Credit but in issued by any event at least three Business Days prior to Issuing Bank may have expiration dates as mutually agreed upon by the date of the proposed renewal of such Standby Letter of Credit Company and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in any such Letter Letters of Credit but in any event at least 30 with expiration dates after 15 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a latest Termination Date, “Notice of Termination”) and (B) in the case of a Trade Letter Special Letters of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement”). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate; provided that the original Issuing Bank shall continue as the “Issuing Bank” and shall remain liable in all respects for the performance of such Affiliate with respect to any such Letter of Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to issue (or cause its Affiliate that is a irrevocable commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) and/or standby letters of credit denominated in Dollars for the account of Borrower and/or any Subsidiary (such letters individually, a “Letter of creditCredit”, the and collectively, “Letters of Credit”), ) in an amount and for the account of term specifically requested by Borrower by notice in writing to Lender at least two (2) Business Days prior to the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount requested issuance thereof; provided, however, that: (i) for all Letters of Credit not Borrower shall have executed and delivered to exceed at any time the Lender a Letter of Credit Facility at Application with respect to such time, Letter of Credit; (ii) for all Letters the term of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each any such Letter of Credit shall not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than extend beyond the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit date one (1) year after the date of issuance thereof, but or (B) the last day of the Revolving Credit Period; (iii) any Letter of Credit may by its terms only be renewable annually upon notice utilized to guaranty the payment of obligations of Borrower or a Subsidiary to third parties; (a “Notice iv) Total Revolving Credit Outstandings shall not as of Renewal”any date exceed Lender’s Revolving Credit Commitment; and (v) given the text of any such Letter of Credit is provided to Lender no less than two (2) Business Days prior to the Issuing Bank requested issuance date, which text must be acceptable to Lender in its sole and absolute discretion. (b) The payment of drafts under each Letter of Credit shall be made in accordance with the terms thereof and, in that issued connection, Lender shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Standby Letter of Credit in accordance with the terms of such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such related Letter of Credit but Application and believed in good faith by Lender to be genuine. Lender shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing document that may be presented to it other than the duties contemplated by the applicable Letter of Credit Application. (c) In the event of any payment by Lender of a draft presented under a Letter of Credit, Borrower agrees to pay to Lender in immediately available funds at least three Business Days the time of such drawing an amount equal to the sum of such drawing plus the negotiation, processing and other fees related thereto, as may be agreed between Lender and Borrower from time to time. Borrower hereby authorizes Lender to charge or cause to be charged one or more of Borrower’s deposit accounts at Lender to the extent there are balances of immediately available funds therein, in an aggregate amount equal to the sum of such drawing plus the negotiation, processing and other fees related thereto as may be agreed between Lender and Borrower from time to time, and Borrower agrees to pay the amount of any such drawing (and/or Lender’s customary negotiation, processing and other fees related thereto) not so charged prior to the date close of business of Lender on the proposed renewal day of such Standby drawing. In the event any payment under a Letter of Credit is made by Lender prior to receipt of payment from Borrower, such payment by Lender shall constitute a request by Borrower for a Daily LIBOR Loan under Sections 2.01 and upon fulfillment 2.02 above (and Lender will make such Daily LIBOR Loan to Borrower regardless of whether any Default or Event of Default under this Agreement has occurred and is continuing and regardless of whether such Daily LIBOR Loan would otherwise be permitted under the requirements of this Agreement) and the proceeds of such Daily LIBOR Loan shall be paid directly to Lender and applied by Lender to the payment of any amounts owed by Borrower to Lender under this Section 2.18. (d) Borrower hereby further agrees to pay to the order of Lender with respect to each Letter of Credit: (i) a nonrefundable commitment fee at an annual rate equal to the Applicable Margin (calculated on an actual day, 360-day year basis) on the face amount (taking into account any scheduled increases or decreases therein during the period in question) of each Letter of Credit, due and payable quarterly, in arrears, on the last day of each fiscal quarter; and (ii) a nonrefundable issuance fee, a nonrefundable negotiation fee and such other fees as may be charged by Lender from time to time in accordance with Lender’s published schedule of fees in effect from time to time, which fees shall be due and payable on demand by Lender. (e) Notwithstanding any provision contained in this Agreement to the contrary, if any Letters of Credit remain outstanding on the last day of the Revolving Credit Period, Borrower shall, on or before 12:00 noon (St. Louis time) on the last day of the Revolving Credit Period, (i) surrender the originals of the applicable conditions set forth Letter(s) of Credit to Lender for cancellation, or (ii) provide Lender with cash collateral (or other collateral acceptable to Lender in Article III unless its sole and absolute discretion) in an amount at least equal to the aggregate undrawn face amount of all outstanding Letter(s) of Credit plus all unreimbursed drawings with respect thereto, and execute and deliver to Lender such Issuing Bank has notified agreements as Lender may require to grant Lender a first priority perfected security interest in such cash or other collateral. Any such cash collateral received by Lender pursuant to this Section 2.18(e) shall be held by Lender in a separate account at Lender appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by Lender as collateral security for the payment of Borrower’s Obligations. Cash amounts delivered to Lender pursuant to the foregoing requirements of this Section 2.18(e) shall be invested, at the request and for the account of Borrower (in investments of a type and nature and with a copy term acceptable to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) Lender. Such amounts, including in the case of a Trade cash amounts invested in the manner set forth above, shall not be used by Lender to pay any amounts drawn or paid under or pursuant to any Letter of Credit, 60 days but may be applied to reimburse Lender for drawings or payments under or pursuant to such Letters of Credit which Lender has paid, or if no such reimbursement is required to the payment of such of the other Borrower’s Obligations as Lender shall determine. Any amounts remaining in any cash collateral account established pursuant to this Section 2.18(e) after the date payment in full of issuance thereof; provided, however, that all of the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed Borrower’s Obligations and (z) not permit the expiration date (after giving effect to any renewal) or cancellation of such Standby Letter all of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedbe returned to Borrower (after deduction of Lender’s reasonable expenses, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(bif any).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (1) Upon the terms and subject to the conditions hereinafter set forthhereof, each Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars for the account of the Borrower or any Domestic Subsidiary Borrower (such the letters of creditcredit issued on and after the Closing Date pursuant to this Section 2.26, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) payable in Dollars from time to time after the Closing Date and prior to the earlier of the Maturity Date and the termination of the Revolving Commitments, upon the request of the Borrower or any Domestic Subsidiary Borrower, provided that (A) neither the Borrower nor any Domestic Subsidiary Borrower shall request that any Letter of Credit be issued if, after giving effect thereto, the Revolving Exposure would exceed the Total Revolving Commitment or the aggregate L/C Exposure would exceed $350,000,000, (B) in no event shall any Issuing Lender issue (x) any Letter of Credit having an expiration date later than five Business Days before the Maturity Date or (y) any Letter of Credit having an expiration date more than one year after its date of issuance, provided that any Letter of Credit with a one-year tenor may provide for the automatic extension thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above), (C) neither Borrower nor any Domestic Subsidiary Borrower shall request that an Issuing Lender issue any Letter of Credit if, after giving effect to such issuance or reinstatement, the L/C Exposure would exceed the Total Revolving Commitment and (D) an Issuing Lender shall be prohibited from issuing Letters of Credit hereunder upon the occurrence and during the continuance of an Event of Default (provided that such Issuing Lender shall have received notice of such Event of Default pursuant to Section 8.4 hereof and provided further that such notice shall be received at least 24 hours prior to the date on which any Letter of Credit is to be issued). The Administrative Agent will, upon request of any Issuing Lender, confirm the total amount of L/C Exposure and the aggregate outstanding Loans to such Issuing Lender. Letters of Credit outstanding under the Prior Credit Agreement on the Closing Date shall be deemed to have been issued under this Agreement on the Closing Date. (2) Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the applicable Issuing Lender, a participation in such Letter of Credit in an amount equal to such Revolving Lender’s Revolving Percentage multiplied by the stated amount of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Lender, an amount equal to such Lender’s Revolving Percentage of each amount paid by such Issuing Lender in respect of each Letter of Credit (as such amount may be increased as set forth below) issued by such Issuing Lender and not reimbursed by the Borrower from time to time or the relevant Domestic Subsidiary Borrower on any Business Day during the period from the date hereof until 60 days before due as provided in this Section 2.26 and of any reimbursement payment required to be refunded to the RC Maturity Date Borrower or the relevant Domestic Subsidiary Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in an aggregate Available Amount (i) for all respect of Letters of Credit and its other obligations under this Section 2.26 are absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any amendment or extension of any Letter of Credit, (B) the occurrence and continuance of a Default or an Event of Default, (C) reduction or termination of the Revolving Commitments, (D) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, the Borrower, any Domestic Subsidiary Borrower or any other Person for any reason whatsoever or (E) any other occurrence, event or condition, whether or not similar to exceed any of the foregoing; and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (3) Neither the Administrative Agent, the Lenders, any Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Lender; provided that the foregoing shall not be construed to excuse any Issuing Lender from liability to the Borrower or the relevant Domestic Subsidiary Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and any Domestic Subsidiary Borrower to the extent permitted by applicable law) suffered by the Borrower or the relevant Domestic Subsidiary Borrower that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. (4) Each Letter of Credit may, at the option of the applicable Issuing Lender, provide that such Issuing Lender may (but shall not be required to) pay all or any part of the maximum amount which may at any time be available for drawing thereunder to the beneficiary thereof upon the occurrence of an Event of Default and the acceleration of the maturity of the Loans, provided that, if payment is not then due to the beneficiary, such Issuing Lender shall deposit the funds in question in an account with such Issuing Lender to secure payment to the beneficiary and any funds so deposited shall be paid to the beneficiary of the Letter of Credit Facility at if conditions to such timepayment are satisfied or returned to the Administrative Agent for distribution to the Lenders (or, if all Obligations shall have been paid in full in cash, to the Borrower or the relevant Domestic Subsidiary Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by an Issuing Lender as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Lender under the related Letter of Credit. (5) The Issuing Lender shall not be required to issue Letters of Credit if (i) any Lender is a Defaulting Lender, unless (A) the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Exposure as to which the Issuing Lender has Fronting Exposure, as it may elect in its sole discretion or (B) the Fronting Exposure resulting from such Defaulting Lender has been reallocated pursuant to Section 2.31(a)(iv); (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for all which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it or (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally and applicable to customers of such Issuing Lender generally. (6) Each Issuing Lender shall, no later than the third Business Day following the last day of each month, provide to Administrative Agent a schedule of the Letters of Credit issued by such Issuing Bank not it, in form and substance reasonably satisfactory to exceed such Issuing Bank’s Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of Credit Commitment outstanding at any time during such timemonth, and showing the aggregate amount (iiiif any) for all Letters payable by Borrower to such Issuing Lender during such month pursuant to Section 2.26(f). Promptly after the receipt of such schedule from each Issuing Lender, Administrative Agent shall provide to Lenders a summary of such schedules. (7) Unless otherwise specified herein, the amount of a Letter of Credit issued by such Issuing Bank not at any time shall be deemed to cause be the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters stated amount of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders in effect at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of each Standby any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit that is automatically renewable annually shall (x) require be deemed to be the Issuing Bank that issued maximum stated amount of such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of all such Standby Letter of Credit increases, whether or not such maximum stated amount is in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, effect at such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)time.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement and upon (i) the execution by the Borrower and the Agent of a Master Letter of Credit Agreement in form and substance reasonably acceptable to the Agent (together with all amendments, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of creditmodifications and restatements thereof, the “Letters Master Letter of CreditCredit Agreement”), and (ii) the execution and delivery by the Borrower, and the acceptance by the Agent, which acceptance shall not unreasonably be withheld, of a Letter of Credit Application, the Agent agrees to issue for the account of the Borrower out of the Maximum Revolving Loan Commitment such standby and/or trade Letters of Credit in the standard form of the Agent and otherwise in form and substance reasonably acceptable to the Agent, from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters term of Credit not to exceed at any time this Agreement, provided that the Letter of Credit Facility Obligations may not at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to any time exceed such Issuing Bank’s the Maximum Letter of Credit Commitment at such timeObligation and provided further, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date Maturity Date. If this Agreement and the Maximum Revolving Loan Commitment are not extended beyond the Maturity Date, upon the occurrence of issuance thereofthe Maturity Date, but may by its terms be renewable annually upon notice (a “Notice Borrower shall deliver to Agent cash collateral in the amount of Renewal”) given to the Issuing Bank that issued such Standby then outstanding Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Obligations. The Letter of Credit but in Obligations shall also be evidenced by the Note. The amount of any event at least three Business Days prior payments made by the Agent with respect to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with draws made by a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (beneficiary under a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give which the beneficiary named in such Standby Letter Borrower has failed to reimburse the Lender upon the earlier of Credit notice of any Notice of Termination(i) the Agent’s demand for repayment, or (yii) permit such beneficiary, upon receipt five (5) days from the date of such notice, payment to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given beneficiary by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentenceAgent, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits converted to a Prime Loan as of the date such payment was made by the Agent to such beneficiary. If there is a conflict between the terms of the Master Letter of Credit Facility, Agreement and subject to the limits referred to aboveterms of this Agreement, the Borrower may request the issuance terms of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Agreement shall be controlling.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, the Borrower may request that any Issuing Bank issue, at any time and from time to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal time on and after the Effective Date and prior to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”)Revolving Loan Maturity Date, for the account of the Borrower from time to time on and for the benefit of any Business Day during holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Indebtedness of the period from Borrower or any Subsidiary Guarantor (other than the date hereof until 60 days before Spinoff Guarantor), an irrevocable standby letter of credit, in a form customarily used by such Issuing Bank or in such other form as has been approved by such Issuing Bank (each such standby letter of credit, a "Letter of Credit") in support of such L/C Supportable Indebtedness. (b) Notwithstanding the RC Maturity Date in an aggregate Available Amount foregoing, (i) for all Letters no Letter of Credit not shall be issued the Stated Amount of which, when added to exceed at any time the Letter of Credit Facility Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of the respective Letter of Credit) at such time, would exceed either (x) $10,000,000 or (y) when added to the aggregate principal amount of all Revolving Loans and Swingline Loans made by Non-Defaulting Banks and then outstanding, an amount equal to the Adjusted Total Revolving Loan Commitment at such time, (ii) each Letter of Credit shall by its terms terminate on or before the date which occurs 12 months after the date of the issuance thereof but not beyond the 10th Business Day prior to the Revolving Loan Maturity Date (although any such Letter of Credit may be extendible for all successive periods of up to 12 months, but not beyond the 10th Business Day prior to the Revolving Loan Maturity Date), on terms acceptable to the Issuing Bank thereof) and (iii) each Letter of Credit shall be denominated in Dollars and shall be issued on a sight basis. (c) The letters of credit issued under the Existing Credit Agreement that are outstanding on the Effective Date shall be deemed to be Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Effective Date.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, (a) The Indenture Trustee shall be required to draw on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters any Letter of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount : (i) for all Letters in full (A) promptly, but in any event within two Business Days after the Indenture Trustee receives written notice (specifically referencing this Indenture and the Notes) that Xxxxx’x or Fitch (if rated by Fitch) has either withdrawn the long-term debt rating of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each institution issuing or confirming such Letter of Credit not or lowered such rating to exceed below “Prime-1” or “A+”, respectively; or (B) on the Unused Revolving tenth Business Day prior to the stated expiry of such Letter of Credit Commitments in accordance with its terms, if the issuer of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights notified the Indenture Trustee in writing of the Borrower its intention to not renew or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in replace such Letter of Credit but in any event at least prior to its expiry and the Issuer shall not have caused a replacement Letter of Credit to be delivered to the Indenture Trustee pursuant to Section 5.1(e) hereof prior to such tenth Business Day; or (A) three Business Days prior to any Reserve Account Transfer Date, an amount equal to the date amount of accrued and unpaid interest due on the proposed renewal of Notes on such Standby Letter of Credit and upon fulfillment of Reserve Account Transfer Date (including any interest which had accrued during the applicable conditions set forth in Article III unless Grace Period on the amount of interest due on the Payment Date related to such Issuing Bank has notified the Borrower (with a copy Reserve Account Transfer Date) plus an amount equal to the Administrative Agent) Fees Reserve Allowance and the Insurance Trustee Fees Reserve Allowance and less any amounts on or deposit in the Payment Account and the Reserve Account therefor on such day (which such amount shall be determined by the Issuer as specified in an Officer’s Certificate from the Issuer furnished to the Indenture Trustee no sooner than ten Business Days but no less than five Business Days prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdrawing date); provided, however, that if no such Officer’s Certificate is received by the terms of each Standby Letter of Credit that is automatically renewable annually Indenture Trustee, the Indenture Trustee shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, be required to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby on each Letter of Credit in full on the second Business Day prior to each Reserve Account Transfer Date related to any event Payment Date occurring during the continuation of a Currency Inconvertibility Event where the funds on deposit in the Payment Account on the third Business Day prior to be extended such Reserve Account Transfer Date are insufficient to a date later than 60 days before pay all accrued and unpaid interest due and payable on the RC Maturity Date. If either a Notice Notes on the last Business Day of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant Grace Period on which such funds are due; and (B) to the immediately preceding sentence, such Standby extent that more than one Letter of Credit shall expire is outstanding on any drawing date as set forth in Section 5.1(a)(ii)(A) above, the Indenture Trustee shall, in relation to a drawing made under Section 5.1(a)(ii)(A), draw from each such Letter of Credit in an amount which is equal to the pro rata portion (based on the date on which it otherwise would have been automatically renewedthen outstanding amounts of all such Letters of Credit) of the amounts required to be drawn under Section 5.1(a)(ii)(A); provided, however, that even if the institution issuing or confirming any Letter of Credit fails to pay any amount due under such Letter of Credit by 10:00 a.m. (New York time) on the day after any request for drawing has been made pursuant to Section 5.1(a)(ii)(A), the Indenture Trustee shall draw on each other Letter of Credit in the absence manner specified in this subsection (B) for the unpaid balance of amounts drawn under this Section 5.1(a)(ii). (b) The Indenture Trustee shall initially deposit all of the proceeds from any drawing under each Letter of Credit into the Reserve Account. All withdrawals from the Reserve Account shall be made strictly in accordance with the provisions of Section 3.2 hereof. (c) Notwithstanding the provisions of Section 5.1(a)(i)(B) hereof, in the event that the Indenture Trustee receives written notice from the Issuer that the coverage provided by the Insurance Policy is to be voluntarily cancelled as of any date as set forth in Section 5.2(g)(iii) hereof and so long as, to the knowledge of a Responsible Officer of the Indenture Trustee, no Default or Event of Default is then in effect or continuing, the Indenture Trustee shall allow each Letter of Credit to expire in accordance with its terms without drawing on such Letter of Credit, if such Letter of Credit expires on or after the date specified by the Issuer for such voluntary cancellation of coverage. Additionally, upon the Issuer having satisfied its obligations under the Registration Rights Agreement in respect of the Notes, the Indenture Trustee shall (at the written request of the Issuer) (i) upon the receipt of a Notice of Renewal an Officer’s Certificate from the applicable Issuing Bank may in its discretion, unless instructed Issuer certifying to the contrary registration of the Notes under the Securities Act and the satisfaction of its obligations under the Registration Rights Agreement, and (ii) so long as, to the knowledge of a Responsible Officer of the Indenture Trustee, no Default or Event of Default is in effect or continuing, exchange the then current Letter of Credit for a new or replacement Letter of Credit in an amount (together with all amounts then on deposit in the Reserve Account after giving effect to any reduction in such account pursuant to Section 5.1(e)) equal to the Required Amount (less any amounts described in clause (ii) of the definition of Required Amount). (d) To the extent that the Maximum Aggregate Compensation Liability has not been reduced to zero, the Issuer shall, within five Business Days of the cessation of a Currency Inconvertibility Event, or otherwise, replace the then existing Letter of Credit (or amend the existing Letter of Credit) with an equivalent Letter of Credit so that the aggregate amount available under any Letter of Credit shall be (together with all amounts on deposit in the Reserve Account after giving effect to any deposit in such account pursuant to Section 3.2(f)) equal to the Required Amount. (e) Any Letter of Credit may be replaced by or on behalf of the Issuer with one or more Letters of Credit meeting the criteria for Letters of Credit set forth above provided that (i) no Event of Default shall have occurred and be continuing or will occur as a result of the replacement of the Letter of Credit, as evidenced to the Indenture Trustee by the Administrative Agent or below mentioned Officer’s Certificate from the BorrowerIssuer, deem (ii) each of the Rating Agencies reconfirms that a Notice the then current rating of Renewal had been timely delivered the Notes both before and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within after the limits replacement of the Letter of Credit Facility, is and subject to will be not less than “Baa3” (in the limits referred to abovecase of Xxxxx’x) and “BBB-” (in the case of Fitch) and (iii) in the case of replacement by one or more Letters of Credit, the Borrower may request the issuance Issuer shall submit a draft of Letters of Credit under this Section 2.01(b), repay any such replacement Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) the Indenture Trustee not less than five Business Days prior to the proposed delivery thereof, the Indenture Trustee shall have approved of the form of any such replacement Letter of Credit, and request the issuance of additional Letters such replacement Letter of Credit under is delivered in the form supplied to and approved by the Indenture Trustee. In connection with any replacement of a Letter of Credit, the Issuer shall deliver to the Indenture Trustee an Officers’Certificate certifying that such replacement is authorized or permitted hereby and that all conditions set forth in this Section 2.01(b)Indenture to such replacement have been satisfied.

Letters of Credit. (i) Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Revolving Credit Availability Date until 60 30 days before the RC Maturity Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(b). (ii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofIssuance thereof (or such longer period agreed to by the applicable Issuing Bank in its sole discretion), but may by its terms be renewable annually automatically or upon written notice (a “Notice of Renewal”) given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).three

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to all of the terms and conditions hereinafter set forthof this Agreement (including, without limitation, Section 5.1 and 5.2 hereof), (i) Borrower shall have the right to, in addition to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal Loans provided for in Section 2.1 hereof, utilize the Revolving Loan Commitments from time to or better than such Issuing Bank’s Investment Grade Rating to issue) time during the Revolving Loan Availability Period by obtaining the issuance of standby letters of credit denominated for the account of Borrower (in Dollars support of the obligations of Borrower or the obligations of its Affiliates) if Borrower shall so request in the notice referred to in Section 2.7(b)(i) hereof (such standby letters of creditcredit as any of them may be amended, supplemented, extended or confirmed from time to time, being herein collectively called the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, and (ii) for all Wxxxx Fargo agrees to issue such Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Credit. Upon the date of the issuance of a Letter of Credit Commitment at Credit, the applicable Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Loan Lender, and each such timeLender shall be deemed, (iii) for all Letters without further action by any party hereto, to have purchased from the applicable Issuer, a participation, to the extent of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing BankLender’s Revolving Credit CommitmentLoan Commitment Percentage, and (iv) for each in such Letter of Credit not to exceed and the Unused Revolving related Letter of Credit Commitments Liabilities, which participation shall terminate on the earlier of the expiration date of such Letter of Credit or the Revolving Credit Loan Termination Date. Unless the Majority Lenders at such time. No shall have otherwise agreed in writing, no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (Ax) in the case of a Standby Letter of Credit one year after the from date of issuance thereof, but may by its terms be renewable annually upon notice or (a “Notice of Renewal”y) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the date end of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Revolving Loan Availability Period. Any Letter of Credit that is automatically renewable annually shall (x) require have an expiration date after the Issuing Bank that end of the Revolving Loan Availability Period shall be subject to Cover or backed by a standby letter of credit in form and substance, and issued such Standby by a Person, acceptable to Agent in its sole discretion. Wxxxx Fargo or, with the prior approval of Borrower, Agent and the applicable Lender, another Lender shall be the Issuer of each Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2.3(f), 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 any obligation to issue 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 and (ii) 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 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. (c) The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (d) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee (not to exceed 0.25% per annum) for each Letter of Credit requested by the Borrower in such amount and at such times as may be set forth in a separate letter agreement between the Borrower and such Issuing Lender. (e) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (f) Each Issuing Bank severallyLender irrevocably agrees to grant and hereby grants to each L/C Participant, but not jointlyand, agreesto induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter set forthforth below, to issue (or cause its Affiliate that is a commercial bank that has for such L/C Participant’s own account and risk, an Investment Grade Rating undivided interest equal to or better than such L/C Participant’s Revolving Percentage in such Issuing BankLender’s Investment Grade Rating to issue) letters obligations and rights under and in respect of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the each Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed Lender and the amount of each draft paid by such Issuing Bank’s Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit Commitment for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such timeIssuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed, and such amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft shall be deemed to be a Revolving Loan for all purposes hereunder. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) for all Letters any adverse change in the condition (financial or otherwise) of Credit issued the Borrower, (iv) any breach of this Agreement or any other Loan Document by such the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) If any amount required to be paid by any L/C Participant to any Issuing Bank not Lender pursuant to cause the Facility Exposure attributable to Revolving Credit Advances Section 2.3(f) in respect of any unreimbursed portion of any payment made by such Issuing Bank and Letters Lender under any Letter of Credit issued is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.3(f) is not made available to the applicable Issuing Lender by such Issuing Bank to exceed L/C Participant within three Business Days after the date such payment is due, such Issuing Bank’s Revolving Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (h) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit Commitmentand has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.3(f), and (iv) for each such Issuing Lender receives any payment related to such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of whether directly from the Borrower or the beneficiary to require renewal) later than the earlier otherwise, including proceeds of 60 days before the RC Maturity Date and (A) in the case collateral applied thereto by such Issuing Lender), or any payment of a Standby Letter of Credit one year after the date of issuance interest on account thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Lender will distribute to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of L/C Participant its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance pro rata share thereof; provided, however, that in the terms event that any such payment received by such Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (i) If any draft is paid under any Letter of each Standby Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on the Business Day immediately following the day that the Borrower receives notice of such draft, either directly or through the incurrence of a Revolving Loan pursuant to Section 2.3(f). Each such payment shall be made to such Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in Section 2.9(b). (j) The Borrower’s obligations under this Section 2.3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that is automatically renewable annually such Issuing Lender shall (xnot be responsible for, and the Borrower’s Reimbursement Obligations under Section 2.3(i) require shall not be affected by, among other things, the Issuing Bank that issued validity or genuineness of documents or of any endorsements thereon, even though such Standby documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to give the beneficiary named in which such Standby Letter of Credit notice may be transferred or any claims whatsoever of the Borrower against any Notice of Termination, (y) permit such beneficiary, upon receipt beneficiary of such notice, to draw under such Standby Letter of Credit prior or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the date gross negligence or willful misconduct of such Standby Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit otherwise would have been automatically renewed or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower. (zk) not permit If any draft shall be presented for payment under any Letter of Credit, the expiration applicable Issuing Lender shall promptly notify the Borrower of the date (after giving effect and amount thereof. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any renewalpayment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) of delivered under such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, connection with such Standby presentment are substantially in conformity with such Letter of Credit shall expire on Credit. (l) To the date on which it otherwise would have been automatically renewed; provided, however, extent that even in the absence any provision of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed any Application related to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request is inconsistent with the issuance provisions of additional Letters of Credit under this Section 2.01(b)2.3, the provisions of this Section 2.3 shall apply.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) standby letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) denominated in any Committed Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 days one month before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. Each Letter of Credit shall be in a face amount of EUR 1,000,000 (or its Equivalent) or more. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days before (x) the RC Maturity Date and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof or (a “Notice of Renewal”y) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 10 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit (each, a “Letter of Credit”) denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 60 days 10 Business Days before the RC Maturity Date and (A) in the case of a Standby Termination Date, provided that no Letter of Credit one year may expire after the date Termination Date of issuance thereofany Non-Consenting Lender if, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given after giving effect to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal issuance of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date aggregate Revolving Credit Commitments of issuance thereof; provided, however, that the terms Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of each Standby Letter the Letters of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued expiring after such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally5.1.1 Advances under the Revolving Facility shall be available, but not jointlyat the Borrower’s option, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters by way of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments on behalf of the Revolving Credit Lenders at such time. No Borrower by the Issuing Lender in each case in accordance with this Article 5. 5.1.2 The OLG Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary be deemed to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of be a Standby Letter of Credit one year after issued and outstanding hereunder as and from the date Initial Advance Date until such time as the deemed Advance represented thereby is retired in accordance with Section 5.1.7. 5.1.3 If the Borrower wishes to request an Advance by way of issuance thereof, but may by its terms be renewable annually upon notice (of a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified Credit, the Borrower (with a copy to the Administrative Agent) on shall, at or prior to the date for notice time it delivers the Borrowing/Rollover/Conversion Notice required pursuant to Section 3.1.1, execute and deliver the applicable Issuing Lender’s usual documentation relating to the issuance and administration of termination set forth Letters of Credit (including, without limitation, the Issuing Lender’s standard form of indemnity agreement in respect of Letters of Credit). In the event of any inconsistency between the terms of such documentation and this Agreement, the terms of this Agreement shall prevail. 5.1.4 Each Letter of Credit but shall be denominated in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower Canadian dollars or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby U.S. dollars. 5.1.5 Each Letter of Credit shall expire on a Business Day and no Letter of Credit may be issued for a period in excess of one year or beyond the date on which it otherwise would have been automatically renewed; providedFinal Maturity Date, however, provided that even (a) any Letter of Credit may provide for automatic renewal thereof for any stated period or periods of up to one year in duration in the absence of receipt a timely notice of a Notice of Renewal termination by the applicable Issuing Bank Lender, but in any event no later than the Final Maturity Date, and (b) the OLG Letter of Credit may in its discretionbe issued or extended for a period beyond the Final Maturity Date, unless instructed subject to compliance with the requirements of Section 5.4 at least five (5) Business Days prior to the contrary by Final Maturity Date unless arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender have been made for the return and cancellation thereof on or prior to the Borrower, deem that a Notice Final Maturity Date. 5.1.6 The maximum aggregate of Renewal had been timely delivered (i) the face amount of all Letters of Credit outstanding in U.S. dollars and (ii) the Equivalent Amount in such case, a Notice U.S. dollars of Renewal the face amount of all Letters of Credit outstanding in Canadian dollars at any one time shall not exceed the Letter of Credit Sub-limit. 5.1.7 The full face amount of each Letter of Credit issued hereunder shall be deemed to have been so delivered for all purposes be an Advance under this Agreement. Within the limits Revolving Facility which Advance shall be retired upon the earlier of: (a) the return of the Letter of Credit Facility, and subject to the limits referred to above, applicable Issuing Lender for cancellation; (b) the Borrower may request Maturity Date of the issuance Letter of Letters Credit; or (c) the deeming of Credit under this Section 2.01(b), repay any the amount drawn on the Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request be a Prime Rate Loan or USBR Loan, as applicable, under the issuance of additional Letters of Credit under this Section 2.01(b)Revolving Facility.

Letters of Credit. Each The Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), "LETTERS OF CREDIT") for the account of the U.S. Borrower from time to time on any Business Day during the period from the date hereof of the Original Credit Agreement until 60 days five Business Days before the RC Maturity Termination Date (i) in an aggregate Available LC Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) in an Available LC Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of 60 days five Business Days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the U.S. Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 days Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 the later of 180 days after the date of issuance thereofthereof or five Business Days before the Termination Date; provided, however, PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the “Letters a "Letter of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 60 five days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (ivii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 date that is 5 days before the RC Maturity Termination Date; provided that any Letter of Credit which has an expiration date that is later than 5 days before the Termination Date and or that provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if (Ai) the Borrower is not in default of the provisions of Section 2.07(d), or (ii) in the case of a Standby Letter Letters of Credit one that provide for automatic one-year after the date of issuance thereofextensions, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued has the unconditional right to prevent any such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementextension from taking place. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit issued prior to the Closing Date and listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such Letter of Credit, provided than any renewal or replacement of any such Letter of Credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Each (a) Subject to the terms and conditions of this Agreement, the Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 2.15(c), hereby agrees to issue one or more Letters of Credit up to an aggregate face amount equal to the Letter of Credit Commitment; provided, however, that, except as described in the last sentence of Section 4.3, the Issuing Bank shall not issue any Letter of Credit unless the conditions precedent to the issuance thereof set forth in Section 4.3 have been satisfied. Each Letter of Credit shall (i) be denominated in Dollars, and (ii) expire no later than the earlier to occur of (A) the date thirty (30) days prior to the Maturity Date, and (B) three hundred sixty (360) days after its date of issuance (but may contain provisions for automatic renewal provided that no Default exists on the renewal date or would be caused by such renewal and provided, further, that no such renewal shall extend beyond the date thirty (30) days prior to the Maturity Date). Each Letter of Credit shall be subject to, to the extent not inconsistent therewith, the laws of the State of Georgia. The Issuing Bank shall not at any time be obligated to issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any Applicable Law. (b) Each Borrower may from time to time request that the Issuing Bank issue a Letter of Credit. Such Borrower shall execute and deliver to the Administrative Agent and the Issuing Bank a Request for Issuance of Letter of Credit for each Letter of Credit to be issued by the Issuing Bank, not later than 11:00 a.m. (Atlanta, Georgia time) on the third Business Day preceding the date on which the requested Letter of Credit is to be issued, or such shorter notice as may be acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any such Request for Issuance of Letter of Credit, subject to satisfaction of all conditions precedent thereto as set forth in Section 4.3 or waiver of such conditions pursuant to the last sentence of Section 4.3, the Issuing Bank shall process such Request for Issuance of Letter of Credit and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to Borrowers and the Administrative Agent following the issuance thereof. In addition to the fees payable pursuant to Section 2.4(c)(ii), Borrowers shall pay or reimburse the Issuing Bank for normal and customary costs and expenses incurred by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering the Letters of Credit. If a Borrower requests a Letter of Credit on behalf of AGI, such Letter of Credit, if issued, in accordance with the terms of this Agreement, shall be subject to the Letter of Credit Reimbursement Agreement. (c) Immediately upon the issuance by the Issuing Bank of a Letter of Credit and in accordance with the terms and conditions of this Agreement, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Revolving Commitment Ratio, in such Letter of Credit and the obligations of Borrowers with respect thereto (including all Letter of Credit Obligations with respect thereto). The Issuing Bank shall promptly notify the Administrative Agent of any draw under a Letter of Credit. At such time as the Administrative Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Administrative Agent shall promptly notify Borrowers and the Swing Bank (or, at its option, all Lenders), by telephone or telecopy, of the amount of the draw and, in the case of each Lender, such Lender’s portion of such draw amount as calculated in accordance with its Revolving Commitment Ratio. (d) Each Borrower hereby agrees, jointly and severally, but not jointlyto immediately reimburse the Issuing Bank for amounts paid by the Issuing Bank in respect of draws under each Letter of Credit. In order to facilitate such repayment, agreeseach Borrower hereby irrevocably requests the Lenders, and the Lenders hereby severally agree, on the terms and conditions hereinafter set forthof this Agreement (other than as provided in Article 2 with respect to the amounts of, the timing of requests for, and the repayment of Advances hereunder and in Article 4 with respect to conditions precedent to Advances hereunder), with respect to any drawing under a Letter of Credit, to issue (make a Base Rate Advance on each day on which a draw is made under any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Advance directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. Each Lender shall pay its share of such Base Rate Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) and its Revolving Commitment Ratio, without reduction for any set-off or cause its Affiliate that is counterclaim of any nature whatsoever and regardless of whether any Default exists or would be caused thereby. The disbursement of funds in connection with a commercial bank that has an Investment Grade Rating equal draw under a Letter of Credit pursuant to or better than such Issuing Bank’s Investment Grade Rating this Section 2.15 shall be subject to issue) letters the terms and conditions of credit denominated in Dollars (such letters Section 2.2(e). The obligation of credit, each Lender to make payments to the “Letters of Credit”)Administrative Agent, for the account of the Borrower from time Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Lender shall be relieved of its obligations to time on make such payments by reason of noncompliance by any Business Day during other Person with the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all Letters terms of Credit not to exceed at any time the Letter of Credit Facility at such time, or for any other reason (ii) for all Letters other than the gross negligence or willful misconduct of Credit issued by such the Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each in paying such Letter of Credit not Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction). The Administrative Agent shall promptly remit to exceed the Unused Revolving Credit Commitments Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders to the Issuing Bank in respect of the Revolving Credit Lenders at such time. No a draw under any Letter of Credit shall have an expiration date bear interest, payable on demand, (including all rights x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Borrower or Administrative Agent, the beneficiary Swing Bank may, at its option and subject to require renewalthe conditions set forth in Section 2.2(g) later other than the earlier condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Bank for amounts drawn under Letters of 60 days before Credit. (e) Each Borrower agrees that each Advance by the RC Maturity Date Lenders to reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all purposes hereunder, unless and until converted into a Eurodollar Advance pursuant to Section 2.2(b)(ii), be deemed to be a Base Rate Advance under the Revolving Loan Commitment and shall be payable and bear interest in accordance with all other Base Rate Advances of Revolving Loans. (Af) Each Borrower agrees that any action taken or omitted to be taken by the Issuing Bank in connection with any Letter of Credit, except for such actions or omissions as shall constitute gross negligence or willful misconduct on the case part of such Issuing Bank as determined by a final non-appealable judgment of a Standby court of competent jurisdiction, shall be binding on Borrowers as between Borrowers and the Issuing Bank, and shall not result in any liability of the Issuing Bank to Borrowers. The obligation of Borrowers to reimburse the Issuing Bank for a drawing under any Letter of Credit one year after or the date of issuance thereof, but may Lenders for Advances made by its terms be renewable annually upon notice (a “Notice of Renewal”) given them to the Issuing Bank that issued such Standby on account of draws made under the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including the following circumstances: (i) Any lack of validity or enforceability of any Loan Document; (ii) Any amendment or waiver of or consent to any departure from any or all of the Loan Documents; (iii) Any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iv) The existence of any claim, set-off, defense or any right which Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting), any Lender or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by any Letter of Credit, this Agreement, or any other Loan Document, or any unrelated transaction; (v) Any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) The insolvency of any Person issuing any documents in connection with any Letter of Credit; (vii) Any breach of any agreement between Borrowers and any beneficiary or transferee of any Letter of Credit; (viii) Any irregularity in the Administrative Agent on transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or prior to any date for notice transferee of renewal set forth in such Letter of Credit; (ix) Any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; (x) Any act, error, neglect or default, omission, insolvency or failure of business of any of the correspondents of the Issuing Bank; (xi) Any other circumstances arising from causes beyond the control of the Issuing Bank; (xii) Payment by the Issuing Bank under any Letter of Credit but against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct of the Issuing Bank as determined by a final non-appealable judgment of a court of competent jurisdiction; and (xiii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (g) Borrowers will indemnify and hold harmless each Indemnified Person from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against such Indemnified Person in any way relating to or arising out of the issuance of a Letter of Credit, except that Borrowers shall not be liable to an Indemnified Person for any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 2.15(g) shall survive termination of this Agreement. (h) Each Lender shall be responsible (to the extent the Issuing Bank is not reimbursed by Borrowers) for its pro rata share (based on such Lender’s Revolving Commitment Ratio) of any and all reasonable out-of-pocket costs, expenses (including reasonable legal fees) and disbursements which may be incurred or made by the Issuing Bank in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit, any Borrower’s or any Guarantor’s obligations to reimburse draws thereunder or otherwise. In the event at least three Business Days prior Borrowers shall fail to pay such expenses of the Issuing Bank within fifteen (15) days of demand for payment by the Issuing Bank, each Lender shall thereupon pay to the Issuing Bank its pro rata share (based on such Lender’s Revolving Commitment Ratio) of such expenses within ten (10) days from the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Bank’s notice to the Administrative Agent) on or prior Lenders of Borrowers’ failure to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofpay; provided, however, that if Borrowers shall thereafter pay such expenses, the terms Issuing Bank will repay to each Lender the amounts received from such Lender hereunder. (i) Unless otherwise expressly agreed to by the Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit that is automatically renewable annually and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall (x) require the Issuing Bank that issued such Standby apply to each Commercial Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each (a) The Issuing Bank severallyBanks agree, but not jointly, agrees, on subject to the terms and conditions hereinafter set forthof this Agreement, upon request of the Borrower, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal from time to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), time for the account of the Borrower from time Letters of Credit upon delivery to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date applicable Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in an aggregate Available Amount form and content acceptable to such Issuing Bank; provided, that (i) for all Letters of Credit not to exceed at no Issuing Bank shall issue (or renew) any time the Letter of Credit Facility at such timeif it has been notified by the Administrative Agent or has actual knowledge that a Default or Event of Default has occurred and is continuing, (ii) for all Letters the aggregate Letter of Credit issued by such Issuing Bank Outstandings shall not to exceed such Issuing Bank’s the Total Letter of Credit Commitment at such time, and (iii) for all Letters no Letter of Credit shall be issued by such Issuing Bank not to cause the Facility Exposure attributable to (or renewed) if, after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to Outstandings plus Swing Line Outstandings plus outstanding Competitive Bid Loans shall exceed such Issuing Bank’s the Total Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the any beneficiary named in such Letter of Credit to require renewal, but not any renewal options that are subject to the approval of the Issuing Bank) or payment date occurring later than the earlier to occur of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of its issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to or the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three fifth Business Days Day prior to the date of Extended Revolving Credit Stated Maturity Date. Each request by the proposed Borrower for the issuance or renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby whether pursuant to an Application and Agreement for Letter of Credit or otherwise, shall constitute its certification that is automatically renewable annually the conditions specified in Section 5.2 with respect to such issuance or renewal have been satisfied. At any one time during the term of this Agreement, not more than four (4) different Revolving Credit Lenders shall be allowed to act as an Issuing Bank. (xb) require Subject to the Issuing Bank that issued provisions of Section 2.10(c), on the Non-Extended Revolving Credit Termination Date (and without any further action), and so long as the Extended Revolving Credit Commitments shall not have terminated at or prior to such Standby Letter time (whether pursuant to Article IX or otherwise), the Participations in respect of all outstanding Letters of Credit to give shall be reallocated among the beneficiary named Extended Revolving Lenders in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt accordance with their Revolving Percentages as of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalthe termination of the Non-Extended Revolving Credit Commitments) and the Non-Extended Revolving Lenders shall be released from their Participations in respect of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of outstanding Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severallyDuring the period from and including the Closing Date to, but not jointlyexcluding, agreesfive (5) Business Days prior to the Termination Date in respect of the Revolver Facility, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating , as issuing bank for the Revolver Lenders, agrees to issue) letters of extend credit denominated in Dollars (such letters of credit, the “Letters of Credit”), for the account of the Borrower at any time and from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (i) for all by issuing, renewing, extending or reissuing Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the LC Exposure at any one time outstanding shall not exceed the lesser of (i) the LC Commitment or (ii) the Aggregate Maximum Revolver Amount, as then in effect, minus the sum of (x) the aggregate principal amount of all Revolver Loans then outstanding and (y) all Swingline Loans then outstanding. The Revolver Lenders shall participate in such Letters of Credit according to their respective Percentage Shares of the Revolver Facility. Each of the Letters of Credit shall (i) be issued by the Issuing Bank, (ii) contain such terms and provisions as are reasonably required by the Issuing Bank, (iii) be issued to support obligations of each Standby the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (iv) expire not later than the earlier of (A) twelve months from the date of issuance of such Letter of Credit that is automatically renewable annually shall and (xB) require five (5) Business Days before the Termination Date in respect of the Revolver Facility and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Bank that issued such Standby and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit to give hereunder if such issuance would conflict with, or cause the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant or L/C Participants to the immediately preceding sentenceexceed any limits imposed by, such Standby Letter any Governmental Requirement. References herein to “issue” and derivations thereof with respect to Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence also include extensions or modifications of receipt any outstanding Letters of a Notice of Renewal the applicable Issuing Bank may in its discretionCredit, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice context otherwise requires. All Existing Letters of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityissued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) terms and request the issuance of additional Letters of Credit under this Section 2.01(b)conditions hereof.

Letters of Credit. (i) The Borrower, the Existing Issuing Banks and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Closing Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “Letters of Credit”), ) in U.S. dollars for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days five Business Days before the RC Maturity Termination Date (A) in an aggregate Available Amount (i) for all Letters each such Letter of Credit not to exceed at any time the Unused Revolving Credit Commitment of such Issuing Bank at such time and (B) in an aggregate Available Amount for all Letters of Credit not to exceed the lesser of (1) the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, time and (iv2) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 60 days before (x) five Business Days prior to the RC Maturity Termination Date and (Ay) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually on the terms set forth in clause (ii) of this Section 2.01(e). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(e)(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(e)(i). (ii) Each Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually (A) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (yB) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (zC) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before five Business Days prior to the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, Borrower deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally, but not jointly, severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “"Letters of Credit”), ") for the account of the Borrower and in the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Funding Date until 60 5 days before the RC Maturity Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the lesser of (x) the Unused Letter of Credit Facility Amount at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the RC Maturity Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually either (i) upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii) automatically unless such Issuing Bank has notified the Borrower beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”"); provided that (i) the applicable Issuing Bank shall not give a Notice of Termination unless (x) such Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or (y) the applicable conditions set forth in Article III are not satisfied at such time and (Bii) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed or terminated and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on Subject to the terms and conditions hereinafter set forthhereof, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating Borrower may during the Commitment Period request LC Issuer to issue) letters of credit denominated in Dollars (such letters of credit, amend, or extend the “expiration date of, one or more Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount provided that: (ia) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each after taking such Letter of Credit into account (i) the Facility Usage does not to exceed the Unused Revolving lesser of (A) the Maximum Facility Amount at such time or (B) the Borrowing Base at such time and (ii) such Letter of Credit Commitments of can be incurred by Borrower pursuant to the Revolving Credit Lenders Permitted Debt Limit at such time. No ; (b) the expiration date of such Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary is prior to require renewal) later than the earlier of 60 (i) 70 days before (or 100 days, if the RC Maturity Date and (Abeneficiary thereof is Exxon Company U.S. A.) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, that in the terms case of each Standby a Surety Letter of Credit) or (ii) 30 days prior to the end of the Commitment Period; (c) the issuance of such Letter of Credit that will be in compliance with all applicable governmental restrictions, policies, and guidelines and will not subject LC Issuer to any cost which is automatically renewable annually shall not reimbursable under Article III; (xd) require the Issuing Bank that issued either (i) such Standby Letter of Credit is related to give the beneficiary named purchase or exchange by Borrower of crude oil and is in the Form of Exhibit D hereto or such Standby other form and terms as shall be acceptable to LC Issuer in its sole and absolute discretion and Currently Approved by Majority Lenders, or (ii) such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby is a Surety Letter of Credit prior to the date and after taking such Standby Letter of Credit otherwise would have been automatically renewed and into account the aggregate amount of LC Obligations in respect to all Surety Letters of Credit does not exceed $1,000,000; and (ze) not permit all other conditions in this Agreement to the expiration date (after giving effect to any renewal) issuance of such Standby Letter of Credit have been satisfied. LC Issuer will honor any such request if the foregoing conditions (a) through (e) (in any event to be extended to a the following Section 2.8 called the "LC Conditions") have been met as of the date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower issuance, amendment, or a Notice extension of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Credit. The outstanding letters of credit issued by LC Issuer under the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Existing Agreement shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of be Letters of Credit under this Section 2.01(b), repay any issued hereunder; Borrower hereby represents and warrants that the LC Conditions have been met as of the date hereof with respect to each such Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)Credit.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of crediteach, the a “Letters Letter of Credit”), ) for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 60 30 days before the RC Maturity Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit issued by all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for all Letters of Credit issued by such each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time, time and (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later of greater than the earlier of 60 days before the RC Maturity Date and (A) in the case of a Standby one year; provided that any Letter of Credit one which provides for automatic one-year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewalextension(s) of such Standby Letter of Credit in any event to be extended to a expiration date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementcomply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Each Issuing Bank severally, but not jointly, agrees, on (a) Subject to the terms and conditions hereinafter set forthof this Agreement, Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the “be issued Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount outstanding face amount not to exceed (i) for all the lesser of the Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the then outstanding principal balance of the Advances; provided that the face amount of outstanding Letters of Credit not to exceed at (including drawn but unreimbursed Letters of Credit and any time the Letter of Credit Facility at such time, Reserve) shall not in any case exceed FIVE HUNDRED THOUSAND AND NO/100THS Dollars (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank not to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (iv) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time$500,000). No Each Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary to require renewal) no later than one hundred eighty (180) days after the earlier of 60 days before the RC Revolving Maturity Date and (A) in the case of a Standby provided that Borrower's Letter of Credit one year reimbursement obligation shall be secured by cash on terms acceptable to Bank at any time after the date Revolving Maturity Date if the term of issuance thereof, but may this Agreement is not extended by Bank. All Letters of Credit shall be in form and substance acceptable to Bank in its terms sole discretion and shall be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby terms and conditions of Bank's form of standard Application and Letter of Credit Agreement. (b) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the Administrative Agent on terms of this Agreement and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense or prior liability, including, without limitation, reasonable attorneys' fees, arising out of or in connection with any Letters of Credit. (c) Borrower may request that Bank issue a Letter of Credit payable in a currency other than United States Dollars. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent of the amount thereof (plus cable charges) in United States currency at the then prevailing rate of exchange in San Francisco, California, for sales of that other currency for cable transfer to the country of which it is the currency. (d) Upon the issuance of any date Letter of Credit payable in a currency other than United States Dollars, Bank shall create a reserve under the Committed Revolving Line for notice Letters of renewal set forth Credit against fluctuations in currency exchange rates, in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of such reserve may be amended by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Committed Revolving Line shall be reduced by the amount of such reserve for so long as such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b)remains outstanding.