Common use of Letters of Credit Clause in Contracts

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders Banks set forth in Section 2.032.20, (A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for 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 its Subsidiariesbackup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Subsidiaries 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 Total aggregate principal amount of Revolving Outstandings shall not exceed the Facility and Loans of any Bank, plus (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such LenderBank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such LenderBank’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. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Subject During the period that is at least ten (10) Business Days prior to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements end of the other Lenders set forth in Section 2.03Revolving Credit Commitment Period, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower’s ability to obtain Letters ; provided, (i) each Letter of Credit shall be fully revolvingdenominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Outstanding Amount of the Revolving Credit Loans, L/C Obligations and accordingly 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 have an expiration date later than the earlier of (1) ten (10) Business Days prior to the Revolving Credit Maturity Date (the “Letter of Credit Expiration Date”) (unless such Letter of Credit is Cash Collateralized) and (2) the date which is one year from the date of issuance of such standby Letter of Credit. Subject to the foregoing, 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 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 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 Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless either (i) such Defaulting Lender’s participation in such Letter of Credit 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 may, during Cash Collateralizes the foregoing period, obtain Letters Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by such Defaulting Lender) or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthe Defaulting Lender.

Letters of Credit. Subject to (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue standby and trade letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 15 days before the Letter of Credit Expiration Date, Termination Date applicable to make L/C Credit Extensions such Issuing Bank in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by iteach Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) 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 severally agree whose Revolving Credit Commitments have been so extended. Within the limits referred to participate in 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 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 account 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 15 days before the latest Termination Date and one year after the date of Issuance thereof (or such longer period agreed to by the applicable Issuing Bank in its Subsidiaries 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 and any L/C Borrowings thereunder; provided that after giving effect the Agent on or prior to any L/C date for notice of renewal set forth in such Letter of Credit Extension with respect but in any event at least three Business Days prior to any the date of the expiration of such standby Letter of Credit; provided, (x) that the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount terms of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any each standby Letter of Credit that is automatically renewable annually (“Auto-Extension Letter of Credit”) shall permit the applicable Issuing Bank to prevent any such 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 is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall 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 not later than 15 days before the latest Termination Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be a representation permitted, or would have no obligation, at such time to issue such Letter of Credit (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 L/C Credit Extension so requested complies with the applicable conditions set forth specified in the proviso to the preceding sentence. Within the foregoing limitsSection 3.02 is not then satisfied, and subject in each such case directing such Issuing Bank not to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedpermit such extension.

Letters of Credit. Subject to During the terms and conditions set forth hereinRevolving Commitment Period, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit for the Borrower’s ability account of the Borrower or any of its Subsidiaries in the aggregate amount up to obtain Letters but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be fully revolvingdenominated 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 the applicable Issuing Bank; (iii) 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 Obligations exceed the Letter of Credit Sublimit; and (iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date, and accordingly (2) the date which is one (1) year from the date of issuance of such standby Letter of Credit. Subject to the foregoing (other than clause (iv)) any 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, unless such Issuing Bank elects not to extend for any such additional period; provided, no Issuing Bank shall 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 such Issuing Bank must elect to allow such extension; provided, further, in the event that any Lender is at such time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements satisfactory to such Issuing Bank (in its sole discretion) with the Borrower mayor such Defaulting Lender to eliminate such Issuing Bank’s Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), during including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the foregoing period, obtain Letters Outstanding Amount of the Letter of Credit Obligations in a manner reasonably satisfactory to replace Letters Agents, such Issuing Bank shall not be obligated to issue or extend any Letter of Credit that have expired hereunder. The Issuing Bank may send a Letter of Credit or that have been drawn upon and reimbursedconduct 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. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (set forth hereinon Schedule IV hereto) (collectively, (i) each Issuing Bank agreesthe “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account 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 Termination Date and one year after the date of issuance thereof, but may by its Subsidiaries terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Letter of Credit and the Administrative Agent on or prior to any L/C Borrowings thereunderdate 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 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 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); provided provided, however, that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any L/C Credit Extension with respect to any renewal) of such Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any such 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(d) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(c).

Letters of Credit. Subject In addition to the terms Company requesting that Working Capital Lenders make Working Capital Loans pursuant to subsection 2.1A(iii) and conditions set forth hereinthat Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), (i) each Issuing Bank agreesCompany may request, in reliance upon accordance with the agreements provisions of the other Lenders set forth in Section 2.03this subsection 3.1, (A) from time to time on any Business Day during the period from the Closing Date until to but excluding the Letter Working Capital Loan Commitment Termination Date, that Issuing Lender issue Letters of Credit Expiration Date, to make L/C Credit Extensions for the account of Company or any of its Subsidiaries (provided that Company shall be deemed to be the Borrower or its Subsidiaries, account party hereunder and shall be fully liable under this Section 3 with respect to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in all Letters of Credit issued for the account of its Subsidiaries) for the Borrower or its Subsidiaries purposes specified in the definitions of Standby Letters of Credit and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter Trade Letters of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Borrower’s ability Issuing Lender shall, subject to obtain subsection 3.1B(ii), issue such Letters of Credit in accordance with the provisions of this subsection 3.1; PROVIDED that Company shall be fully revolving, not request that Issuing Lender issue (and accordingly the Borrower may, during the foregoing period, obtain Letters Issuing Lender shall not issue): (i) any Letter of Credit if, after giving effect to replace Letters such issuance, 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) any Standby Letter of Credit having an expiration date later than the earlier of (a) the Working Capital Loan Commitment Termination Date and (b) the date that have expired 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 each unless such Issuing Lender elects not to extend for any such additional period (such Issuing Lender hereby agreeing that have been drawn upon it shall only elect not to extend such Standby Letter of Credit if, but only if, it has knowledge that an Event of Default has occurred and reimbursedis continuing); or (iv) any Letter of Credit denominated in a currency other than Dollars.

Letters of Credit. Subject to During the terms and conditions set forth hereinRevolving Commitment Period, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability Issuing Bank agrees to obtain issue Letters of Credit for the account of the Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be fully revolvingdenominated 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 the Issuing Bank; (iii) 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 Obligations exceed the Letter of Credit Sublimit; and (iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date, and accordingly (2) the date which is one (1) year from the date of issuance of 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, 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 Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower mayor such Defaulting Lender to eliminate the Issuing Bank’s Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), during including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the foregoing period, obtain Letters Outstanding Amount of the Letter of Credit Obligations in a manner reasonably satisfactory to replace Letters Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit that have expired hereunder. The Issuing Bank may send a Letter of Credit or that have been drawn upon and reimbursedconduct 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. Subject to Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior 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) each Issuing Bank agreesletters of credit denominated in Dollars (such letters of credit, in reliance upon the agreements “Letters of Credit”), for the account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the RC Maturity Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; and such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, (iiiii) the Lenders severally agree to participate in 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 account 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 Subsidiaries 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 L/C Borrowings thereunderdate 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 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall RC Maturity Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofapplicable Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) any Borrower from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) the Lenders severally agree to participate in Letters for each such Letter of Credit issued for not to exceed an amount equal to the account aggregate Unused Revolving Credit Commitments of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Revolving Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus Lenders at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 (x) the date that is one year after the date of issuance thereof or (y) 10 Business Days prior to the Termination Date. Within the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving 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(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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from From time to time on any Business Day during the period from the Closing Date until through the Letter of Credit Expiration Date, to make L/C Credit Extensions for the account earlier of the Borrower or its Subsidiaries, Revolving Credit Commitment Termination Date and the fifth Business Day prior to amend or extend Letters of Credit previously issued by it, the date specified in accordance with Section 2.03(a)(iclause (a) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C definition of “Revolving Credit Extension with respect to any Letter of CreditCommitment Termination Date”, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank agrees to Issue, in 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 ability discretion, may be issued on behalf of the Borrower or any Subsidiary) in the aggregate amount up to obtain Letters but not exceeding the Letter of Credit Sub-limit; provided that (i) each Letter of Credit will be denominated in Dollars or in one or more Available Foreign Currencies; (ii) 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 fully revolvingissued (or deemed issued) by any Issuing Bank the stated amount of which, and accordingly when added to the Borrower may, during the foregoing period, obtain Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank, would exceed the Specified Letter of Credit Commitment of such Issuing Bank then in effect. Subject to replace the foregoing, each Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each (and in any event not to exceed the period prescribed in clause (v)(A) above subject to the exception therein), unless such Issuing Bank elects not to extend for any such additional period; provided that such Issuing Bank will 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 such Issuing Bank must elect to allow such extension; provided further that no Issuing Bank will Issue any Letter of Credit if (1) any fee due in connection with, and on or prior to, the Issuance of such Letter of Credit has not been paid, (2) such 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 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 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 entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit that have expired of the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage, and participating interests in any such newly issued or that have been drawn upon increased Letter of Credit will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22 (and reimbursedDefaulting Lenders will not participate therein). No Issuing Bank shall be under any obligation to issue Letters of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Letters of Credit. Subject The Bank shall, from time to time upon request of the Borrower prior to the Maturity Date, but subject to the terms and conditions set forth hereinhereof, (i) each Issuing issue stand-by letters of credit in such form as requested by the Borrower and approved by the Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on (the "Letters of Credit"); provided, however, that the Borrower shall not be entitled to request the issuance of any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions for the account if there exists a Default or an Event of the Borrower or its Subsidiaries, Default; and to amend or extend Letters further provided that (i) no Letter of Credit previously shall be issued by itif, in accordance with Section 2.03(a)(i) and (ii)as a result of such issuance, and (B) to honor drawings under the Letters aggregate amount of outstanding Letter of Credit issued by it; and (ii) Obligations would exceed the Lenders severally agree to participate in Letters lesser of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility $250,000 and (y) the aggregate Outstanding Amount Loan Commitment; (ii) no Letter of Credit shall have a maturity date longer than one year from the date 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 notice shall include the amount of the Advances requested Letter of any LenderCredit, plus such Lender’s Pro Rata Share the name and address of the Outstanding Amount beneficiary and a precise written description of all L/C Obligationsthe terms of such Letter of Credit, together with the documents described in the next paragraph; and (v) no Letter of Credit shall be requested unless the face amount of such Letter of Credit does not exceed such Lender’s the unused portion of the Loan Commitment. Each Borrower hereby irrevocably appoints the Sponsor as the sole Person authorized to execute and deliver a request by 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 ofof a Letter of Credit, the 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 an amendment agreements which the Bank may require from time to increase time hereafter in connection therewith, each in form and substance satisfactory to the amount ofBank, subject to the limitations set forth in this Section 2.8, the Bank shall issue a Letter of Credit. Borrower understands and agrees that the Bank may refuse upon any reasonable circumstances to issue any Letter of Credit. Upon issuance, a Letter of Credit shall be deemed to be an utilization of the Loan Commitment. Upon any draw upon a representation by Letter of Credit issued hereunder, the Borrower shall immediately reimburse the Bank for such drawn amount and, in the event that the L/C Credit Extension so requested complies 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 hereunder, including without limitation, the accrual of interest. Upon the occurrence of any Event of Default pursuant to this Agreement, the Bank may require the Borrower to immediately deposit with the conditions set forth Bank cash collateral in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters amount of all outstanding Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit Obligations pursuant to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to the terms and conditions set forth herein, (ia) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during During the period from and including the Closing Effective Date until to, but excluding, the Letter of 30th day prior to the Revolving Credit Expiration Maturity Date, the Issuing Banks, as issuing bank for the Lenders, agree to make L/C Credit Extensions extend credit for the account of the Borrower at any time and from time to time by issuing, renewing, extending or its Subsidiariesreissuing Letters of Credit; provided however, and to amend or extend the LC Exposure at any one time outstanding shall not exceed $20,000,000. The Revolving Lenders shall participate in such Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) according to honor drawings under their respective Applicable Percentage. Each of the Letters of Credit shall (1) be issued by it; the Issuing Banks on a sight basis only, (2) contain such terms and provisions as are reasonably required by the Issuing Banks, (ii3) the Lenders severally agree to participate in Letters of Credit issued be for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C (4) expire not later than (A) 30 days before the Revolving Credit Extension Maturity Date, with respect to commercial letters of credit, and (B) 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, (x) the Total Revolving Outstandings shall not exceed $20,000,000. No Issuing Bank shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has determined, in its sole discretion, that it is unable to fund obligations in the Facility 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 (y) after the aggregate Outstanding Amount of Effective Date, the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to 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 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 Letters of Credit shall not extend more than three (3) years beyond the Revolving Credit Maturity Date; (iii) the Borrower shall, not later than five (5) Business Days prior to the Revolving Credit Maturity Date, deposit in an account with the Administrative Agent, in the name of the 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 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 representation 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 after the Revolving Credit Maturity Date, such disbursement shall be an advance on behalf of the 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 L/C 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 Extension so requested complies 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 clause (iii) above have been fully satisfied, then from and after such date the proviso following provisions of this Agreement shall not be operative: Sections 8.01 (other than Section 8.01(a), which shall remain operative), 8.02 (except as the same may affect a Letter of Credit), 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 Borrower under the Loan Documents (including without limitation, reimbursement obligations with respect to Letters of Credit) and the preceding sentence. Within expiration or cancellation of all outstanding Letters of Credit, there remains any amount on deposit in the foregoing limits, and subject cash collateral account referred to the terms and conditions hereofin clause (iii) above, the Borrower’s ability to obtain Administrative Agent shall, within three (3) Business Days after all such Indebtedness is paid in full and all outstanding Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcancelled, return such amount to the Borrower.

Letters of Credit. Subject (1) In addition to the terms Revolving Credit Loans and Term Loan described herein, Bank shall upon Borrower's request and subject to the conditions set forth hereinin this Subsection 2.17, issue commercial and standby letters of credit (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the a "Letter of Credit Expiration DateCredit" and collectively, to make L/C Credit Extensions for the account "Letters of the Borrower or its SubsidiariesCredit") on Borrower's behalf, and to amend or extend which Letters of Credit previously issued shall be supported by itBank's standard documentation or which is otherwise in form and substance satisfactory to Bank, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings which documentation shall be designated at the time of issuance as "Issued under the Revolving Credit and Term Loan Agreement dated February 1, 2001", provided that in no event shall the sum of the face amount of all undrawn standby Letters of Credit issued by it; hereunder exceed the sum of $25,000,000.00. The expiry date of each Letter of Credit shall be subject to Bank's approval. Borrower shall pay to Bank issuance and (ii) the Lenders severally agree to participate in Letters initial set up fees for each Letter of Credit issued for pursuant hereto, such fees to be mutually agreed upon prior to the account issuance of each Letter of Credit, but in no event shall such fees be more than Bank's standard letter of credit fees. (2) At least 2 Business Days prior to the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to effective date of any Letter of Credit, the Borrower shall give the Bank written notice containing the original signature of an authorized officer or employee of such Borrower. Such notice shall be irrevocable and shall specify the original face amount of the Letter of Credit requested, the effective date (xwhich day shall be a Business Day) of issuance of such requested Letter of Credit, the Total Revolving Outstandings shall not exceed date on which such requested Letter of Credit is to expire, the Facility 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 the person for whose benefit the requested Letter of Credit is to be issued. (y3) If the original face amount of the requested Letter of Credit is less than or equal to the aggregate Outstanding Amount unused Commitment at such time and the applicable conditions set forth in this Agreement are satisfied, the Bank shall issue the requested Letter of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Credit. (4) No Letter of Credit shall be deemed extended or amended if the issuance of a new Letter of Credit having the same terms as such Letter of Credit 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 Bank the amount of all reimbursement obligations, interest and other amounts payable to the Bank under or in connection with any Letter of 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 (or any Person for whom any such transferee may be acting), the Bank, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transaction contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be a representation forged, fraudulent, 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 any of the Letter of Credit Documents; (v) payment by the Borrower Bank under any Letter of Credit 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 L/C Credit Extension so requested complies lower of the rates available for a Prime Rate Loan, a LIBOR Loan with the conditions set forth in the proviso 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 preceding sentence. Within amount advanced by the foregoing limits, and subject Bank with respect to the terms and conditions hereof, the Borrower’s ability to obtain Letters such Letter of Credit shall thereupon be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters a Revolving Credit Loan hereunder. (8) The face amount of each Letter of Credit issued hereunder shall, pursuant to replace Letters Section 2.01, reduce the amount available under the Commitment, but shall not be considered as usage of Credit that have expired or that have been drawn upon and reimbursed.the Commitment for purposes of determining the Commitment Fee pursuant to Section 2.07. Article III--CONDITIONS PRECEDENT

Letters of Credit. Subject The applicable Issuing Lender shall, at the request of the Company, issue one or more Letters of Credit hereunder, with expiry dates that would occur after the Letter of Credit Expiration Date (and after the Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such Letters of Credit on the Letter of Credit Expiration Date pursuant to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon of Section 2.20(a)(ii). In the agreements of event the other Lenders set forth in Section 2.03, (A) from time Company fails to time fully Cash Collateralize the outstanding LOC Obligations on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any each outstanding Letter of Credit shall automatically be deemed to be drawn in full, and the Company shall be deemed to have requested a representation Base Rate Loan to be funded by the Borrower that Lenders on the L/C Letter of Credit Extension so requested complies Expiration Date to reimburse such drawing (with the conditions proceeds of such Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the proviso 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 preceding sentence. Within the foregoing limitsapplicable 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 terms and conditions hereoftermination of this Agreement or the Commitments hereunder, the Borrower’s ability to obtain Letters existence of Credit a Default or Event of Default or the acceleration of the Obligations hereunder and shall be fully revolvingmade without any offset, and accordingly the Borrower mayabatement, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired withholding or that have been drawn upon and reimbursedreduction whatsoever.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue performance and financial letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon Dollars or any Alternative Currency for the agreements account of the other Lenders set forth in Section 2.03, (A) any Borrower from time to time on any Business Day during the period from the Closing Restatement Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date (i) in an aggregate Available Amount 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) to honor drawings under the all Letters of Credit issued by it; and all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Banks’ Letter of Credit Commitment or Unused Commitment at such time and (iii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate 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 its Subsidiaries and any L/C Borrowings thereunder; the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any L/C replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit Extension with respect expiring after such Termination Date. Within the limits referred to above, any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any 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, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of include any Lenderrenewal, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, extension or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthereof.

Letters of Credit. 5.1 L/C Commitment (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions set forth hereinhereof, (i) each Issuing Bank agreesLender, in reliance upon on the agreements of the other Lenders set forth in Section 2.035.4(a), agrees to issue new letters of credit (A“Letters of Credit”) from time to time for the account of the relevant Borrower and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during the period 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 by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit Expiration Dateif, after giving effect to make such issuance, (i) the L/C Credit Extensions for Obligations would exceed 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) to honor drawings under the Letters of Credit issued by it; and L/C Commitment (ii) the Lenders severally agree to participate in Letters aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit issued for shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the account applicable Issuing Lender) and expire no later than the earlier of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility first anniversary of its date of issuance and (y) the aggregate Outstanding Amount of date that is five Business Days prior to the Advances of any LenderMaturity Date; provided, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligationsthat, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, if one or an amendment to increase the amount of, any Letter more Letters of Credit shall be deemed 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 conditions satisfactory to be a representation by the Borrower that Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, 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 preceding the 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 Credit Extension so requested complies with if the conditions 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, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity 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 required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedSection 10.2(c).

Letters of Credit. (a) (i) Issuance. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements hereof and of the LOC Documents, if any, and any other Lenders set forth in Section 2.03terms and conditions which the relevant L/C Issuer may reasonably require, (A) the applicable L/C Issuer shall from time to time on any Business Day during upon request by the period from Borrower issue, and the Closing Date until Lenders shall participate in, letters of credit (the Letter “Letters of Credit Expiration Date, to make L/C Credit Extensions Credit”) for the account of the Borrower or its SubsidiariesBorrower; provided, and to amend or extend Letters however, that (A) the aggregate amount of Letter of Credit previously issued by itObligations shall not at any time exceed the Letter of Credit Sublimit, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters sum of the aggregate amount of Letter of Credit issued by it; and (ii) Obligations outstanding plus the Lenders severally agree to participate in Letters aggregate amount of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings Loans outstanding shall not exceed the Facility and Aggregate Commitment, (yC) the aggregate Outstanding Amount of the Advances of any with respect to each individual Lender, plus such the Lender’s Pro Rata Share outstanding Revolving Loans plus its Commitment Percentage of the Outstanding Amount Swing Line Loans plus its Commitment Percentage of all L/C Obligations, outstanding Letter of Credit Obligations shall not exceed such Lender’s CommitmentRevolving Loan Commitment and (D) the aggregate amount of Letter of Credit Obligations in respect of Letters of Credit issued by any L/C Issuer shall not at any time exceed such LC Issuer’s L/C Issuer Limit. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so with respect to such requested Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters Each Letter of Credit shall be fully revolvinga standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. Each Letter of Credit 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 accordingly the Borrower may, during participations of the foregoing period, obtain Letters Lenders as set forth in Section 2.9(f) shall in any event terminate on the Maturity Date. Each Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedshall comply with the related LOC Documents.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars for the account of any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions latest Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the applicable Borrower or its Subsidiaries and any L/C Borrowings thereunder; the beneficiary to require renewal) later than 10 Business Days before the latest Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances Letters of any LenderCredit expiring after such Termination Date. Within the limits referred to above, plus such Lender’s Pro Rata Share the Borrowers may from time to time request the Issuance of the Outstanding Amount Letters of all L/C Obligations, shall not exceed such Lender’s CommitmentCredit under this Section 2.01(b). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter letter of Credit credit listed on Schedule 2.01(b) shall be deemed to be constitute a representation by the Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsissued hereunder, and subject 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 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject Landlord is holding Letter of Credit No. 598382-41 in the amount of $250,000 issued by Comerica Bank (the “Existing Letter of Credit”) pursuant to Article 6 of the terms and conditions set forth herein, Lease. The Existing Letter of Credit (i) each Issuing Bank agrees, in reliance upon the agreements shall secure payment and performance of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings lessee’s obligations under the Letters of Credit issued by it; Lease and the Surreal Lease, and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account shall be administered and applied per Section E of the Borrower or its Subsidiaries Addendum to the Lease. Upon the mutual execution and any L/C Borrowings thereunder; provided that after giving effect delivery of this Amendment, Tenant shall deliver to any L/C Credit Extension with respect to any Landlord an additional irrevocable and transferable letter of credit in the amount of $603,000 (the “New Letter of Credit, (x”) running in favor of Landlord securing lessee’s obligations under the Total Revolving Outstandings shall not exceed Lease and the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s CommitmentSurreal Lease. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any The New Letter of Credit shall be deemed issued either by Comerica Bank, Silicon Valley Bank, or such other bank as may be acceptable to Landlord in its sole discretion and shall be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceadministered and applied per this Section 4. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters The New Letter of Credit shall be fully revolving, and accordingly irrevocable for the Borrower may, during period ending no less than one (1) year after the foregoing period, obtain Letters date of issuance. Tenant shall renew the New Letter of Credit and maintain it for the period ending on the later of either September 30, 2010, or thirty (30) days after the date Tenant shall have vacated and surrendered the Existing Premises and Expansion Premises to replace Letters 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 no later than thirty (30) days before expiration. If Tenant fails to renew the New Letter of Credit by the date that have expired is ten (10) days prior to its expiration, Landlord may draw on the New Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute New Letter of Credit from Tenant. The form and terms of the New Letter of Credit shall be either substantially in the form of the Existing Letter of Credit or that have been drawn upon in such other form as may be reasonably acceptable to Landlord and reimbursed.shall provide, among other thing, in effect that:

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) any Borrower from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date (i) in an aggregate Available Amount 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) to honor drawings under the all Letters of Credit issued by it; and all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Banks’ Letter of Credit Commitment at such time and (iii) 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 Commitments of the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after 15 days prior to the Termination Date, “Special Letters of Credit”). Within the limits referred to above, any Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any 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(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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and conditions hereofall similar terms, the Borrower’s ability when applied to obtain Letters a Letter of Credit Credit, shall be fully revolvinginclude any renewal, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired extension or that have been drawn upon and reimbursedamendment thereof.

Letters of Credit. Subject (a) The Agent, upon the request of the Borrower Agent, shall cause the Letter of Credit Issuer to issue for the account of any of the Borrowers Letters of Credit of a tenor and containing terms acceptable to the terms Borrower Agent, the Agent and conditions set forth hereinthe Letter of Credit Issuer, in a maximum aggregate face amount outstanding at any time not to exceed the Letter of Credit Sublimit; provided that (i) each Issuing Bank agreesthe Agent shall have no obligation to cause to be issued any Letter of Credit with an expiration date after the Termination Date and (ii) if a Letter of Credit is issued with an expiration date after the Termination Date, the Borrowers shall Collateralize such Letter of Credit in reliance upon full immediately. The term of any Letter of Credit shall not exceed three hundred sixty (360) days from the agreements date of issuance, subject to renewal in accordance with the other Lenders 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 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries2.5, and a sum equal to amend or extend the aggregate amount of all outstanding Letters of Credit previously issued by it, shall be included in accordance calculating outstanding amounts for purposes of determining compliance with Section 2.03(a)(i) and (ii)2.5. Without limitation of the foregoing, and (B) to honor drawings under but for the avoidance of any doubt, the maximum amount of all unexpired Letters of Credit issued by it; and outstanding at any one time, when aggregated with (iiwithout duplication) all Revolving Credit Loans shall not exceed the Lenders severally agree to participate in Letters lesser of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Aggregate Revolving Outstandings shall not exceed the Facility Credit Commitment and (y) the aggregate Outstanding Amount of the Advances Borrowing Base. (b) Immediately upon issuance or amendment of any LenderLetter of Credit in accordance with the procedures set forth in this Section 2.13, plus each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share Share, of the Outstanding Amount of all L/C Obligations, shall not exceed liability and obligations under and with respect to such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by and the Borrower that Letter of Credit Agreement (including, without limitation, all obligations of the L/C Credit Extension so requested complies Borrowers with the conditions set forth in the proviso respect thereto, other than amounts owing to the preceding sentence. Within the foregoing limits, and subject Agent pursuant to the terms first sentence of Section 4.4(b)) and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired any security therefor or that have been drawn upon and reimbursedguaranty pertaining thereto.

Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth hereinforth, (i) each Issuing Bank agreesat 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 other Revolving Credit Lenders set forth in this Section 2.033, (A) 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 from time to time on any Business Day during the period from the Closing Date until through the Letter of Credit Expiration Date, to make L/C Credit Extensions Facility Maturity Date for the account of the Borrower or its Subsidiariesletters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively the “Letters of Credit” and to amend or extend each, a “Letter of Credit”), which Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters shall not exceed any such Letter of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters Issuer’s Letter of Credit issued for Commitment and in the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings aggregate shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C ObligationsSublimit, shall not exceed in such Lender’s Commitment. Each request form as may be approved by the Borrower for applicable Letter of Credit Issuer in its reasonable discretion. On the issuance ofClosing Date, or an amendment to increase (i) the amount of, any Letter Existing Letters of Credit shall be deemed to be a representation by Letters of Credit issued pursuant to this Section 3 for the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, account of the Borrower’s ability to obtain , (ii) the Dollar Equivalent of the face amount of such Existing Letters of Credit shall be fully revolving, included in the calculation of L/C Obligations and accordingly (iii) all liabilities of the Borrower may, during the foregoing period, obtain 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 replace the Letters of Credit Outstanding at such time, would exceed the Letter of Credit Commitment then in effect (or with respect to any Letter of Credit Issuer, exceed such Letter 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 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 issuance thereof to exceed the Multicurrency Sublimit then in effect; (iv) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (or such longer period of time as may be agreed by the applicable Letter of Credit 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 has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Letter of Credit Issuer), the Revolving Credit Lenders; (v) each Letter of Credit shall be denominated in Dollars or an Alternative Currency; (vi) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of a Letter of Credit to have expired a Letter of Credit issued in its favor; and (vii) no Letter of Credit shall be issued by a Letter of Credit Issuer after it has received a written notice from any Credit Party or the Revolver Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as such Letter of Credit Issuer shall have been drawn upon and reimbursedreceived 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 accordance with the provisions of Section 13.1.

Letters of Credit. (a) Subject to the terms contained in this Agreement and conditions set forth hereinthe other Loan Documents, (i) each Issuing Bank agrees, in reliance upon the agreements receipt of a notice in accordance with Section 2.2(b) requesting the other Lenders set forth in Section 2.03issuance of a Letter of Credit, (A) from time to time on any Business Day during the period from the Closing Date until the Fronting Bank shall issue a Letter of Credit Expiration 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 in such form as is reasonably acceptable to the applicable 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. (b) Each Letter of Credit shall be issued in the minimum amount of One Million Dollars ($1,000,000). (c) The Letter of Credit Usage shall be no more than $30,000,000 at any one time. (d) There shall be no more than five (5) Letters of Credit outstanding at any one time. (e) In the event of any request for a drawing under any Letter of Credit by itthe beneficiary thereunder, the Fronting Bank shall notify the applicable Borrower and the 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 11:00 a.m. (New York time) on the Domestic Business Day immediately prior to the date of such drawing that such Borrower intends to reimburse the Fronting Bank for the amount of such 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 2.03(a)(i2.4(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 or participating therein then the applicable Borrower or CarrAmerica LP shall pay to the Fronting Bank or such Bank, within 15 days after written demand by such Bank (with a copy to the 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) 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 be subject to as a result of (i) the 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 (B) to honor drawings under 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 itthe 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 the form, validity, sufficiency, accuracy, genuineness or legal effect of 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 or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such 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 drawing under any such Letter of 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 (iiviii) for any consequence arising from causes beyond the Lenders severally agree to participate control of the Fronting Bank, including any Government Acts, in each case other than as a result of the gross negligence or willful misconduct of 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 for by it or the account of related certificates, if taken or omitted in good faith, shall not put the Borrower Fronting Bank under any resulting liability to the Borrowers or its Subsidiaries and CarrAmerica LP. (h) If the Fronting Bank or the Lead Agent is required at any L/C Borrowings thereunder; provided that after giving effect time, pursuant to any L/C Credit Extension with respect 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, (x) each Bank shall pay to the Total Revolving Outstandings shall not exceed Fronting Bank or the Facility Lead Agent, as the case may be, its share of such payment, but 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 (y) on the aggregate Outstanding Amount of same basis, as the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower interest that the L/C Credit Extension so requested complies with Fronting Bank or the conditions set forth in the proviso Lead Agent is required to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedpay.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders Banks set forth in Section 2.032.20, (A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for 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 its Subsidiariesbackup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Subsidiaries 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 Total aggregate principal amount of Revolving Outstandings shall not exceed the Facility and Loans of any Bank, plus (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such LenderBank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such LenderBank’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; provided, further that the 2019 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2019 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (a) Subject to the terms and conditions set forth hereinof this Agreement, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time agrees to time on any Business Day during the period from the Closing Date until the Letter issue or cause to be issued Letters of Credit Expiration Date, to make L/C Credit Extensions for the account of Borrower in an aggregate outstanding face amount not to exceed (i) the Borrower lesser of the Committed Revolving Line or its Subsidiariesthe Borrowing Base, and to amend or extend Letters of Credit previously issued by itwhichever is less, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and minus (ii) the Lenders severally agree to participate in then outstanding principal balance of the Advances; provided that the face amount of outstanding Letters of Credit issued for the account (including drawn but unreimbursed Letters of the Borrower or its Subsidiaries Credit and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit Reserve) shall not in any case exceed FIVE HUNDRED THOUSAND AND NO/100THS Dollars ($500,000). Each Letter of Credit shall have an expiry date no later than one hundred eighty (180) days after the Revolving Maturity Date provided that Borrower's Letter of Credit reimbursement obligation shall be deemed secured by cash on terms acceptable to Bank at any time after the Revolving Maturity Date if the term of this Agreement is not extended by Bank. All Letters of Credit shall be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso form and substance acceptable to the preceding sentence. Within the foregoing limits, Bank in its sole discretion and shall be subject to the terms and conditions hereof, the Borrower’s ability of Bank's form of standard Application and Letter of Credit Agreement. (b) The obligation of Borrower to obtain immediately reimburse Bank for drawings made under Letters of Credit shall be fully revolvingabsolute, unconditional and irrevocable, and accordingly shall be performed strictly in accordance with the terms of this Agreement and such Letters of Credit, under all circumstances whatsoever. Borrower mayshall indemnify, during defend, protect and hold Bank harmless from any loss, cost, expense or 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 foregoing periodequivalent of the amount thereof (plus cable charges) in United States currency at the then prevailing rate of exchange in San Francisco, obtain 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 Letter of Credit payable in a currency other than United States Dollars, Bank shall create a reserve under the Committed Revolving Line for Letters of Credit against fluctuations in currency exchange rates, in an amount equal to replace Letters 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 that have expired or that have been drawn upon and reimbursedremains outstanding.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) the Lenders severally agree to participate in Letters for each such Letter of Credit issued for not to exceed an amount equal to the account Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. Unless otherwise agreed by the applicable Issuing Bank in its sole discretion, no Letter of Credit shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; 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-Consenting Lender if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch Issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances Letters of any LenderCredit expiring after such Termination Date. Within the limits referred to above, plus such Lender’s Pro Rata Share the Borrower may from time to time request the Issuance of the Outstanding Amount Letters of all L/C Obligations, shall not exceed such Lender’s CommitmentCredit under this Section 2.01(b). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter letter of Credit credit listed on Schedule 2.01(b) shall be deemed to be constitute a representation by the Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsissued hereunder, and subject 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 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. (a) Subject to the terms and conditions set forth hereinof this Agreement, (i) each the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time agrees to time on any Business Day during the period from the Closing Date until the Letter issue one or more Letters of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiariesany Guarantor from time to time from the date hereof to but excluding the date 30 days prior to the Revolving Credit Termination Date; provided, and to amend or extend Letters however, that the outstanding Letter of Credit previously issued by itLiabilities shall not at any time exceed the lesser of (i) $5,000,000, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree an amount equal to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (yA) the aggregate Outstanding Amount Revolving Credit Commitments, minus (B) the sum of the outstanding Revolving Credit Loan Advances and Swing Loan Advances. Each Letter of Credit shall have an expiration date not beyond five Business Days prior to the Revolving Credit Termination Date, shall be payable in Dollars, must support a transaction that is entered into in the ordinary course of the Borrower’s business, must be satisfactory in form and substance to the Issuing Bank, and shall be issued pursuant to such documents and instruments (including, without limitation, the Issuing Bank’s standard application for issuance of letters of credit as then in effect) as the Issuing Bank may require. No Letter of Credit shall require any Lenderpayment by the Issuing Bank to the beneficiary thereunder pursuant to a drawing prior to the third Business Day following presentment of a draft and any related documents to the Issuing Bank. (b) By the issuance of each Letter of Credit and without any further action on the part of the Issuing Bank or any of the Lenders in respect thereof, plus the Issuing Bank hereby grants to each Lender and each Lender hereby agrees to acquire from the Issuing Bank a participation in each Letter of Credit and the related Letter of Credit Liabilities, effective upon the issuance thereof without recourse or warranty, equal to such Lender’s Pro Rata Share pro rata share (based on the Revolving Credit Commitments) of such Letter of Credit and Letter of Credit Liabilities. In furtherance of the Outstanding Amount of all L/C Obligationsforegoing, shall not exceed each Lender hereby absolutely and unconditionally agrees to pay to the Issuing Bank, as and when required by Section 3.4, such Lender’s Commitmentpro rata share of each Letter of Credit Disbursement. Each request Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 3.1(b) in respect of each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation the occurrence and continuance of any Default, and that each such payment shall be made without any offset, abatement, withholding, or reduction whatsoever. This agreement to grant and acquire participations is an agreement between the Issuing Bank and the Lenders, and neither the Borrower for the issuance of, or an amendment to increase the amount of, nor any beneficiary of a Letter of Credit shall be deemed entitled to be rely thereon. The Borrower agrees that each Lender purchasing a representation by participation from the Issuing Bank pursuant to this Section 3.1(b) may exercise all its rights to payment against the Borrower including the right of setoff, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. (c) The Issuing Bank agrees with each Lender that it shall transfer to such Lender, without any offset, abatement, withholding, or reduction whatsoever, such Lender’s proportionate share of any payment of a reimbursement obligation of the Borrower with respect to a Letter of Credit Disbursement, including interest payments made to the Issuing Bank on such Letter of Credit Disbursement, based on the proportion that the L/C Credit Extension so requested complies with the conditions set forth in the proviso payment made by such Lender to the preceding sentence. Within Issuing Bank in respect of the foregoing limits, and subject principal amount of such Letter of Credit Disbursement bears to the terms and conditions hereof, the Borrower’s ability to obtain Letters outstanding principal amount of such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedDisbursement.

Letters of Credit. Subject to the terms and conditions set forth herein, of this ------------------- Agreement and upon (i) each Issuing Bank agrees, in reliance upon the agreements execution by the Borrowers and the Lender of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the a Master Letter of Credit Expiration DateAgreement in form and substance reasonably acceptable to the Lender (together with all amendments, modifications and restatements thereof, the "Master Letter of Credit Agreement"), and (ii) the execution and delivery by the Borrowers, and the acceptance by the Lender, in its sole and absolute discretion, of a Letter of Credit Application, the Lender agrees to make L/C Credit Extensions issue for the account of the Borrower or its Subsidiaries, and to amend or extend Borrowers such Letters of Credit previously issued by itin the standard form of the Lender and otherwise in form and substance reasonably acceptable to the Lender, in accordance with Section 2.03(a)(i) and (ii)from time to time during the term of this Agreement, and (B) to honor drawings under provided that the Letters Letter of Credit issued by it; and (ii) Obligations may not at any time exceed the Lenders severally agree to participate in Letters Letter of Credit issued for the account of the Borrower or its Subsidiaries Commitment and any L/C Borrowings thereunder; provided further, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any no Letter of Credit shall have an expiration date later than the Letter of Credit Maturity Date. The amount of any payments made by the Lender with respect to draws made by a beneficiary under a Letter of Credit for which the Borrowers have failed to reimburse the Lender upon the earlier of (i) the Lender's demand for repayment, or (ii) five (5) days from the date of such payment to such beneficiary by the Lender, shall be deemed to be have been converted to a representation Facility A Loan as of the date such payment was made by the Borrower that Lender to such beneficiary. Upon the L/C occurrence and during the continuance of an Event of a Default and at the option of the Lender, all Letter of Credit Extension so requested complies with Obligations shall be converted to Facility A Loans consisting of Prime Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the conditions set forth in Borrowers. To the proviso to extent the preceding sentence. Within provisions of the foregoing limitsMaster Letter of Credit Agreement differ from, and subject to or are inconsistent with, the terms and conditions hereofof this Agreement, the Borrower’s ability to obtain Letters provisions of Credit this Agreement shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedgovern.

Letters of Credit. Subject to (a) The Letter of Credit Facility. The Borrower may request the Issuing ----------------------------- Bank, on the terms and conditions hereinafter set forth hereinforth, (i) each to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of ---------- Credit") for the account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period ------ from the Closing Date date of the initial Advance until the Facility A Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) $5,000,000 (the "Letter of Credit Expiration 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)(iFacility") and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters Facility A Commitment, less the sum of -------------------------- (A) the aggregate principal amount of Facility A Advances then outstanding plus (B) the aggregate principal amount of Swing Line Advances outstanding. No Letter of Credit issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Borrower Facility A Maturity Date or its Subsidiaries and any L/C Borrowings thereunder; provided that (ii) one year after giving effect to any L/C Credit Extension with respect to any the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) the Total Revolving Outstandings shall not exceed the Facility and such Lender's Specified Percentage times (y) the aggregate Outstanding Amount of the Advances of any Lender, plus maximum amount available to be drawn under such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed (assuming compliance with all conditions to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencedrawing). Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), repay any Facility A Advances resulting from --------------- drawings thereunder pursuant to Section 2.15(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of --------------- additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.under this Section 2.15(a). ---------------

Letters of Credit. (a) Subject to the terms and conditions set forth hereinof this Agreement, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time agrees to time on any Business Day during the period from the Closing Date until the Letter issue or cause to be issued Letters of Credit Expiration Date, to make L/C Credit Extensions for the account of Borrower in an aggregate outstanding face amount not to exceed (i) the Borrower lesser of the Committed Revolving Line or its Subsidiariesthe Borrowing Base, and to amend or extend Letters of Credit previously issued by itwhichever is less, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and minus (ii) the Lenders severally agree to participate in then outstanding principal balance of the Advances; provided that the face amount of outstanding Letters of Credit issued for the account (including drawn but unreimbursed Letters of the Borrower or its Subsidiaries Credit and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit Reserve) shall not in any case exceed FIVE HUNDRED THOUSAND AND NO/100THS Dollars ($500,000). Each Letter of Credit shall have an expiry date no later than one hundred eighty (180) days after the Revolving Maturity Date provided that Borrowers Letter of Credit reimbursement obligation shall be deemed secured by cash on terms acceptable to Bank at any time after the Revolving Maturity Date if the term of this Agreement is not extended by Bank. All Letters of Credit shall be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso form and substance acceptable to the preceding sentence. Within the foregoing limits, Bank in its sole discretion and shall be subject to the terms and conditions hereof, the Borrower’s ability of Banks form of standard Application and Letter of Credit Agreement. (b) The obligation of Borrower to obtain immediately reimburse Bank for drawings made under Letters of Credit shall be fully revolvingabsolute, unconditional and irrevocable, and accordingly shall be performed strictly in accordance with the Borrower may, during the foregoing period, obtain terms of this Agreement and such Letters of Credit to replace Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect and hold Bank harmless from any loss, cost, expense or 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 have expired or that have been drawn upon and reimbursedother currency for cable transfer to the country of which it is the currency. (d) Upon the issuance of any Letter of Credit payable in a currency other than United States Dollars, Bank shall create a reserve under the Committed Revolving Line for letters of 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 "Letter of Credit Reserve"). The amount of such Letter of Credit 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 Letter of Credit Reserve for so long as such Letter of Credit remains outstanding.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower may during the Borrower’s ability Commitment Period request LC Issuer to obtain issue, amend, or extend the expiration date of, one or more Letters of Credit, provided that: (a) after taking such Letter of Credit into account (i) the Facility Usage does not exceed the lesser of (A) the Maximum Facility Amount at such time or (B) the Borrowing Base at such time and (ii) such Letter of Credit can be incurred by Borrower pursuant to the Permitted Debt Limit at such time; (b) the expiration date of such Letter of Credit is prior to the earlier of (i) 70 days (or 100 days, if the beneficiary thereof is Exxon Company U.S. A.) after the date of issuance of such Letter of Credit (or 180 days after the date of issuance in the case of 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 will be in compliance with all applicable governmental restrictions, policies, and guidelines and will not subject LC Issuer to any cost which is not reimbursable under Article III; (d) either (i) such Letter of Credit is related to the purchase or exchange by Borrower of crude oil and is in the Form of Exhibit D hereto or such 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 is a Surety Letter of Credit and after taking such Letter of Credit into account the aggregate amount of LC Obligations in respect to all Surety Letters of Credit does not exceed $1,000,000; and (e) all other conditions in this Agreement to the issuance of such Letter of Credit have been satisfied. LC Issuer will honor any such request if the foregoing conditions (a) through (e) (in the following Section 2.8 called the "LC Conditions") have been met as of the date of issuance, amendment, or extension of such Letter of Credit. The outstanding letters of credit issued by LC Issuer under the Existing Agreement shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain deemed to be Letters of Credit to replace Letters of Credit issued hereunder; Borrower hereby represents and warrants that have expired or that the LC Conditions have been drawn upon and reimbursedmet as of the date hereof with respect to each such Letter of Credit.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date (i) in an aggregate Available Amount 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) to honor drawings under the all Letters of Credit issued by it; and all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Banks’ Letter of Credit Commitment at such time and (iii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunderthe beneficiary to require renewal) of greater than one year; provided that after giving effect any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any L/C such automatic extension from taking place. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit Extension with respect under this Section 2.01(b), repay any 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(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, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of include any Lenderrenewal, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, extension or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthereof.

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior cause its Affiliate that is a commercial bank to issue on its behalf) each Issuing Bank agreesletters of credit (the “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account 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 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 Subsidiaries 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 L/C Borrowings thereunderdate 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 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 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 L/C renewal) of such Standby Letter of Credit Extension with respect in any event to any be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the 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 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 (xa “Default Termination Notice”) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus terminating such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed and giving such beneficiary 15 days to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentencedraw such Letter of Credit. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. Subject (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 agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ithe "Letters of Credit") each Issuing Bank agrees, in reliance upon U.S. dollars for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until five Business Days before the Termination Date until (A) in an Available Amount for 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 Expiration Date, to make L/C Facility at such time and (2) the aggregate Unused Revolving Credit Extensions for the account Commitments 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 (x) five Business Days prior to the Termination Date and (y) one year after the date of issuance thereof, but any such Letter of Credit may by its Subsidiariesterms 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 amend or extend the limits referred to above, the Borrower may request the issuance of Letters of Credit previously issued by itunder this Section 2.01(e)(i), in accordance with repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(a)(i2.03(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 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 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 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a "Notice of Termination"); provided that the terms of each Letter of Credit that is automatically renewable annually (A) shall require the Issuing Bank to give the beneficiary of such Letter of Credit notice of any Notice of Termination, and (B) shall permit such beneficiary, upon receipt of such notice, to honor drawings draw under the Letters such Letter of Credit issued by it; prior to the date such Letter of Credit otherwise would have been automatically renewed and (iiC) shall not permit the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that expiration date (after giving effect to any L/C Credit Extension with respect to any renewal) of such Letter of Credit, (x) Credit in any event to be extended to a date later than five Business Days prior to the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofIssuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that in the absence of receipt of a Notice of Renewal the 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 be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedso delivered for all purposes under this Agreement.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a "Letter of Credit") denominated in Dollars for the account of any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may from time to time request the issuance of 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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings 5.1.1 Advances under the Revolving Facility shall be available, at the Borrower’s option, by way of Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account on behalf of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Issuing Lender in each case in accordance with this Article 5. 5.1.2 The OLG Letter of Credit shall be deemed to be a representation by Letter of Credit issued and outstanding hereunder as and from the 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 that wishes to request an Advance by way of issuance of a Letter of Credit, the L/C Credit Extension so requested complies with the conditions set forth in the proviso Borrower shall, at or prior to the preceding sentence. Within time it delivers the foregoing limitsBorrowing/Rollover/Conversion Notice required pursuant to Section 3.1.1, execute and subject deliver the applicable Issuing Lender’s usual documentation relating to the terms issuance and conditions hereofadministration of Letters of Credit (including, without limitation, the BorrowerIssuing Lender’s ability to obtain 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 shall be fully revolvingdenominated in either Canadian dollars or 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 Final Maturity Date, provided that (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 a timely notice of termination by the applicable Issuing Lender, but in any event no later than the Final Maturity Date, and accordingly (b) the Borrower mayOLG Letter of Credit may be issued or extended for a period beyond the Final Maturity Date, during subject to compliance with the foregoing period, obtain requirements of Section 5.4 at least five (5) Business Days prior to the 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 Final Maturity Date. 5.1.6 The maximum aggregate of (i) the face amount of all Letters of Credit to replace outstanding in U.S. dollars and (ii) the Equivalent Amount in U.S. dollars of the face amount of all Letters of Credit that have expired 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 be an Advance under the Revolving Facility which Advance shall be retired upon the earlier of: (a) the return of the Letter of Credit to the applicable Issuing Lender for cancellation; (b) the Maturity Date of the Letter of Credit; or (c) the deeming of the amount drawn on the Letter of Credit to be a Prime Rate Loan or that have been drawn upon and reimbursedUSBR Loan, as applicable, under the Revolving Facility.

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ithe "Letters of Credit") each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth Borrower and in Section 2.03, (A) the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the Closing Funding Date until 5 days before the Termination Date in an Available Amount for each such Letter of Credit Expiration Date, not to make L/C exceed the lesser of (x) the Unused Letter of Credit Extensions for Facility Amount at such time and (y) the account 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 the Termination Date and one year after the date of issuance thereof, but may by its Subsidiaries, and terms be renewable annually either (i) upon notice (a "Notice of Renewal") given to amend or extend Letters the Issuing Bank that issued such Letter of Credit previously issued by it, and the Administrative Agent on or prior to any date for notice of renewal set forth in accordance with Section 2.03(a)(i) such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii), and (B) to honor drawings under automatically unless such Issuing Bank has notified the Letters beneficiary of such Letter of Credit issued by it(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 Business Days prior to the date of automatic renewal of its election not to renew such 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 (ii) the Lenders severally agree to participate in Letters terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued for such Letter of Credit to give the account beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the Borrower date such Letter of Credit otherwise would have been automatically renewed or its Subsidiaries terminated and any L/C Borrowings thereunder; provided that (z) not permit the expiration date (after giving effect to any L/C Credit Extension with respect to any renewal) of such Letter of Credit, (x) Credit in any event to be extended to a date later than the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any such 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(c).

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue standby letters of credit (Aeach, a “Letter of Credit”) denominated in US Dollars for the account of any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Restatement Date until 30 days before the Letter of Credit Expiration Date, Termination Date in an Available Amount not to make L/C Credit Extensions exceed (i) 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) to honor drawings under the all Letters of Credit issued by it; all of the Issuing Banks, the Letter of Credit Facility at such time and (ii) for the proposed Letter of Credit to be issued by such Issuing Bank, (x) such Issuing Bank’s Letter of Credit Commitment at such time, (y) such Issuing Bank’s (or its Affiliate’s) Unused Revolving Credit Commitment and (z) the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the applicable Borrower or its Subsidiaries and any L/C Borrowings thereunder; 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-Consenting Lender if, after giving effect to such Letter of Credit, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any L/C replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit Extension expiring after such Termination Date. Within the limits referred to above, the Borrowers may from time to time request the Issuance of Letters of Credit under this Section 2.1(d). Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of CreditCredit that, (x) by its terms or the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances terms of any Lenderdocument related thereto, plus such Lender’s Pro Rata Share of provides for one or more automatic increases in the Outstanding Amount of all L/C Obligationsstated amount thereof, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any of such Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters maximum stated amount of such Letter of Credit shall be fully revolvingafter giving effect to all such increases, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired whether or that have been drawn upon and reimbursednot such maximum stated amount is in effect at such time.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank Lender agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofhereinafter set forth, to incur Letter of Credit Obligations in respect of the Borrower’s ability to obtain 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 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 Sublimit; (b) no Letter of Credit shall have an expiry date which is later than the Stated Expiry Date or one year following the date of issuance thereof unless otherwise agreed by the Lender; (c) all letters of guarantee shall be fully revolving, and accordingly shall be continued in the Borrower may, during the foregoing period, obtain Letters sole discretion of Lender; and (d) Lender shall be under no obligation to incur any Letter of Credit Obligation if after giving effect to replace Letters the incurrence of such Letter of Credit that have expired or that have been drawn upon Obligation, the Net Borrowing Availability would be less than zero. A Borrower will enter into an application and reimbursedagreement for each such Letter of Credit.

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior cause its Affiliate that is a commercial bank to issue on its behalf) each Issuing Bank agreesletters of credit (the “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 30 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its Subsidiaries 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 L/C Borrowings thereunderdate 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 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, 180 days after the date of issuance thereof; provided 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of CreditCredit in any event to be extended to a date later than 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, (x) but not after the Total Revolving Outstandings shall Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)). If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. (a) Subject to and upon the terms and ----------------- conditions herein set forth hereinforth, (i) each the Borrower may request that any Issuing Bank agreesissue, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) at any time and from time to time on any Business Day during and after the period from Effective Date and prior to the Closing Date until the Letter of Credit Expiration Revolving Loan Maturity 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account benefit of any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Indebtedness of the Borrower or any of its Subsidiaries and any 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 Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditSupportable ---------------- Indebtedness. (b) Notwithstanding the foregoing, (xi) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any no Letter of Credit shall be deemed to be a representation by issued the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso Stated Amount of which, when added to the preceding sentence. Within Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the foregoing limitsdate of, and subject prior to the terms and conditions hereofissuance of, the Borrower’s ability respective Letter of Credit) at such time would exceed either (x) $10,000,000 or (y) when added to obtain Letters 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) 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 30th day prior to Revolving Loan Maturity Date (although any such Standby Letter of Credit may be extendable for successive periods of up to 12 months, but not beyond the 30th day prior to Revolving Loan Maturity Date), on terms acceptable to the Issuing Bank thereof) and (iii) each Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimburseddenominated in Dollars.

Letters of Credit. Subject to During the terms and conditions set forth hereinRevolving Commitment Period, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the Borrower’s ability account of Borrower in the aggregate amount up to obtain Letters but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be fully revolvingdenominated 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 accordingly (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five days prior to the second anniversary of the Effective Date (the “Letter of Credit Expiration Date”) and (2) the date which is one year from the date of issuance of such Letter of Credit; provided, however, that Issuing Bank may agree 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 Borrower mayshall, during not later than five days preceding the foregoing periodLetter of Credit Expiration Date, obtain 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 to replace 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) Borrower 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 required to be returned to Borrower 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 have expired or that have been drawn upon an Event of Default has occurred and reimbursedis 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 Issuing Bank has entered into arrangements reasonably satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of the Defaulting Lender, including by Cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. Subject to (a) The Issuing Bank agrees, on the terms and conditions set forth hereinhereof, to issue one or more letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03Borrower, (A) or any Subsidiary of the Borrower, from time to time on any Business Day during the period from Availability Period until the Closing Date until date thirty (30) days before the then scheduled Revolving Credit Maturity Date, provided that (i) the aggregate Available Amount of all Letters of Credit shall not exceed at any time the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and Facility (ii) the Lenders severally agree to participate in Available Amount of such Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility aggregate Unused Revolving Credit Commitments of the Lenders at such time and (yiii) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any if a Letter of Credit shall be deemed issued for a Subsidiary of the Borrower, the Borrower shall cause such Subsidiary to be a representation co-applicant with the Borrower with respect to such Letter of Credit. (b) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than thirty (30) days before the then scheduled Revolving Credit Maturity Date (as in effect on the date of issuance of the applicable Letter of Credit). (c) Any Letter of Credit may provide that it will be automatically renewed annually unless notice is given (1) by the Borrower to the relevant Issuing Bank not less than five (5) Business Days prior to the date of the automatic renewal of such Letter of Credit, that such Letter of Credit will not be renewed, or (2) by the L/C relevant Issuing Bank to the Borrower not less than thirty (30) Business Days prior to the date of the automatic renewal of such Letter of Credit, of its election not to renew such Letter of Credit; provided, however, that no Issuing Bank shall give such a notice except (A) at any time during the continuance of any Event of Default or (B) if any automatic renewal would extend a Letter of Credit Extension so requested complies with expiration date to later than thirty (30) days prior to the conditions set forth then scheduled Revolving Credit Maturity Date. In either case in the proviso which such notice is given pursuant to the preceding sentence. , such Letter of Credit will expire on the date it would otherwise have been automatically renewed, provided that the terms of such Letter of Credit may (y) require the relevant Issuing Bank forthwith to give to the named beneficiary of such Letter of Credit notice of any notice given pursuant to the preceding sentence and (z) permit the beneficiary, upon receipt of the notice under clause (y), to draw under such Letter of Credit prior to the date such Letter of Credit would otherwise have been automatically renewed. (d) Within the foregoing limitslimits of the Letter of Credit Facility, the Borrower may request the issuance of Letters of Credit under Section 2.04(a), repay any Letter of Credit Loans resulting from drawings thereunder and request the issuance of additional Letters of Credit under Section 2.04(a). (e) Each letter of credit listed on Schedule 2.04 shall be deemed to constitute a Letter of Credit issued hereunder, and subject each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.19, be deemed to be the Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by the Issuing Bank pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject Upon the Borrower’s request, and subject to the terms and conditions set forth herein, the Bank shall issue letters of credit (ithe “Letters of Credit”) each Issuing Bank agrees, for the Borrower’s account. The Borrower shall not in reliance upon any event be entitled to obtain a Letter of Credit after the agreements expiration of the other Lenders Revolving Period, and no Letter of Credit shall have an expiration date that is more than one year after the date of issuance thereof. The Outstanding Letter of Credit Amount shall not in any event exceed $500,000.00 (the “Letter of Credit 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 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 five (5) Business Days prior to the issuance of the Letter of Credit. The Borrower shall, with such request, complete an application in Section 2.03form acceptable to the Bank and execute or otherwise agree to such terms, conditions and reimbursement agreements (A) each, as amended or restated from time to time on any Business Day during the period from the Closing Date until time, a “Reimbursement Agreement”) concerning the Letter of Credit Expiration Date, to make L/C Credit Extensions for as the account Bank may require. In the event 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any a draw on a Letter of Credit, the Bank may at its option obtain an advance under the Revolving Note (xupon notice to the Borrower) to reimburse the Total Bank for such draw. If the Bank elects not to obtain an advance under the Revolving Outstandings Note or if credit in the amount of the draw is not then available under the Revolving Note, the Borrower shall immediately upon demand reimburse the Bank for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable Reimbursement Agreement. The Bank shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of in any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment event be required to increase the amount of, any issue a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters continuance of Credit a Default or Event of Default hereunder. The Borrower shall pay the Bank such issuance fees as the Bank may reasonably require with respect to replace Letters each Letter of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. (a) Subject to the terms and conditions set forth hereinhereof, (ia) each Issuing Bank agrees, in reliance upon Lender agrees to issue letters of credit (“Letters of Credit”) for the agreements account of the other Lenders set forth in Section 2.03, (A) from time to time Borrower on any Business Day during the period Revolving Commitment Period (in the case of a Revolving Letter of Credit) or the Institutional L/C Period (in the case of an Institutional Letter of Credit), in each case in such form as may be reasonably approved from the Closing Date until the time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit Expiration Dateif, after giving effect to make such issuance, (i) the Revolving L/C Exposure would exceed the Revolving L/C Commitment, (ii) the Total Revolving Extensions of Credit Extensions for would exceed the account Total Revolving Commitments, (iii) the amount of funds deposited in the Institutional L/C Collateral Account at such time would not be at least 105% of the Borrower Institutional L/C Exposure or its Subsidiaries, and to amend or extend Letters (iv) any Institutional Letter of Credit previously would be issued by it, an Issuing Lender other than Barclays or an affiliate thereof. Each Letter of Credit shall (A) be denominated in accordance with Section 2.03(a)(i) and (ii), Dollars and (B) to honor drawings under expire no later than the Letters earlier of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (in the case of a Revolving Letter of Credit) or the Tranche B Maturity Date (in the case of an Institutional Letter of Credit), 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) [Reserved]. (c) For purposes hereof, (i) Letters of Credit shall at all times and from time to time be deemed to be Institutional Letters of Credit in the amount specified in the definition of Institutional Letters of Credit and be deemed to be Revolving Letters of Credit only to the extent, and in an amount by which, the aggregate Outstanding Amount amount of outstanding Letters of Credit exceeds such amount specified in clause (a) of the Advances definition of any LenderInstitutional Letters of Credit, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, (ii) drawings under any Letter of Credit shall be deemed to have been made under the Revolving Letter of Credit for so long as, and to the extent that, there are any undrawn Revolving Letters of Credit outstanding (and thereafter shall be deemed to have been made under Institutional Letters of Credit) and (iii) any Letter of Credit that expires or terminates will be deemed to be a representation by the Borrower that the L/C Credit Extension Revolving Letter of Credit, for so requested complies with the conditions set forth in the proviso long as, and to the preceding sentence. Within the foregoing limitsextent that, there are outstanding Revolving Letters of Credit immediately prior to such expiration or termination; provided, that, at any time during which an Event of Default shall have occurred and subject to the terms and conditions hereofbe continuing, the Borrower’s ability to obtain (A) Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain deemed to be Revolving Letters of Credit to replace and Institutional Letters of Credit, (B) drawings under Letters of Credit shall be deemed to have been made under Revolving Letters of Credit and Institutional Letters of Credit and (C) any Letter of Credit that have expired expires or terminates shall be deemed to be a Revolving Letter of Credit and an Institutional Letter of Credit, in each case pro rata based upon (1) the Revolving L/C Exposure at the time such Event of Default occurred and (2) the Institutional L/C Exposure at the time such Event of Default occurred. To the extent necessary to implement the foregoing, the identification of a Letter of Credit as a Revolving Letter of Credit or an Institutional Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to be an Institutional Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit. Notwithstanding the foregoing, the entire face amount of any Letter of Credit with an expiration date after the date that is five (5) Business Days prior to the Revolving Termination Date or that have been drawn upon and reimbursedis issued by an Issuing Lender other than Barclays, or an affiliate thereof, shall at all times be deemed to be an Institutional Letter of Credit. (d) An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law.

Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, including, without limitation, the applicable terms and conditions set forth hereinin Article VII hereof, (i) each Issuing the Bank agreesagrees that it will, in reliance upon the agreements following its receipt of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the a Letter of Credit Expiration DateRequest, issue or cause 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit be issued for the account of the Borrower one or more irrevocable standby letters of credit 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 Subsidiaries obligations under an Export Order (each a “Letter of Credit” and any L/C Borrowings thereundercollectively, the “Letters of Credit”); provided that the Bank shall be under no obligation to issue or cause to be issued any Letter of Credit if at the time of such issuance: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Bank 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 any Cover requirements set forth in Section 10.3 of this Agreement, (x) 25% of the Stated Amount of such Letter of Credit 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 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 expiry date of not later than the lesser of (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 of the term of this Agreement any L/C Letters of Credit Extension with respect 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 (ii) any Letter of CreditCredit that shall have an expiration date after the Maturity Date shall be subject to Cover, such Cover to be delivered to the Bank thirty (x30) days prior to the Total Revolving Outstandings shall not exceed Maturity Date. (c) The Borrower acknowledges that the Facility and (y) the aggregate Outstanding Amount of the Advances Bank will be liable to Xxxxx Fargo for reimbursement of any Lenderand 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 Agreement. Accordingly, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for agrees to pay to the issuance ofBank any and all amounts required to be paid under the applicable Application and the Standby Letter of Credit Agreement, or an amendment when and as required to increase be paid thereby. (d) From and after the amount ofInitial Date, any Letter all Existing Letters of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitshave been issued pursuant hereto, and shall be subject to and governed by the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time To the extent that the Senior Facilities Debt Service Reserve Account is funded with the proceeds of any Term Loans on any Business Day during the period from Project Phase 1 Completion Date and thereafter such amount is replaced by an Acceptable Debt Service Reserve LC, the Closing Date until the Letter of Credit Expiration Date, to Borrower shall make L/C Credit Extensions for the account prepayments of the Borrower or its Subsidiaries, and Term Loans in an amount equal to amend or extend Letters the lesser of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed face amount of the Facility Acceptable Debt Service Reserve LC credited to the Senior Facilities Debt Service Reserve Account and (y) the aggregate Outstanding Amount amount of cash on deposit in the Advances of any Lender, plus Senior Facilities Debt Service Reserve Account; provided that such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, amount shall not exceed the aggregate amount of proceeds of Term Loans deposited into the Senior Facilities Debt Service Reserve Account on the Project Phase 1 Completion Date; provided further that such Lender’s Commitment. Each request amount shall not exceed the Senior Facilities Reserve Amount. (B) To the extent that the Senior Facilities Debt Service Reserve Account is funded with the proceeds of the Construction Account on the Project Phase 2 Completion Date pursuant to Section 14.4(c)(D) (Project Phase 2 Completion Date Waterfall) and thereafter such amount is replaced by an Acceptable Debt Service Reserve LC, the Borrower for shall make prepayments of the issuance of, or Term Loans in an amendment amount equal to increase the lesser of (x) the face amount of the Acceptable Debt Service Reserve LC credited to the Senior Facilities Debt Service Reserve Account and (y) the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth cash on deposit in the proviso Senior Facilities Debt Service Reserve Account; provided that such amount shall not exceed the lesser of (A) the aggregate amount of proceeds of Term Loans (but not Pre-Completion Revenues) transferred to the preceding sentence. Within Senior Facilities Debt Service Reserve Account pursuant to Section 14.4(c)(D) (Project Phase 2 Completion Date Waterfall) and (B) the foregoing limitsdifference (which shall not be less than zero), and subject to between (x) the terms and conditions hereof, aggregate amount of the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or Term Loans that have been drawn upon funded in respect of the Contingency Reserve Term Loan Commitments under the Credit Facility Agreement (regardless of whether any or all of such Term Loans remain outstanding at such time) and reimbursed(y) the amount of the prepayment made pursuant to Section 14.4(c)(E) (Project Phase 2 Completion Date Waterfall); provided further that such amount shall not exceed the Senior Facilities Reserve Amount.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during During the period from and including the Closing Date until to, but excluding, the thirty (30) days immediately preceding the Final Maturity Date, the Issuing Bank, as the Letter of Credit Expiration Dateissuer for the Lenders, agrees, at the request of the Borrower, to make L/C Credit Extensions extend credit for the account of the Borrower or its Subsidiariesany Subsidiary at any time and from time to time by issuing, and to amend renewing, extending or extend reissuing Letters of Credit previously on the terms, conditions and limitations hereinafter set forth; provided however, the LC Exposure at any one time outstanding shall not exceed the lesser of (x) Aggregate Maximum Revolving Credit Commitments, as then in effect, minus the aggregate principal amount of all Loans then outstanding, or (y) the LC Commitment; and further provided, however, that any Carve Out LCs shall in all respects be subject to the Carve Out LC Cap and subject further, without limitation, to the requirements of clause (iv) below. The Lenders shall participate in such Letters of Credit (including any Letters of Credit issued by it, in accordance with Section 2.03(a)(iunder the Existing Credit Agreement that are outstanding and unexpired as of the Closing Date) and (ii), and (B) according to honor drawings under their respective Percentage Shares. Each of the Letters of Credit shall (i) be issued by it; and the Issuing Bank, (ii) contain such terms and provisions as are reasonably required by the Lenders severally agree to participate in Letters of Credit issued Issuing Bank, (iii) be for the account of the Borrower or a 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 which shall in no event exceed the 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 contrary, no Letter of Credit will be issued, increased or extended: 20 (i) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its Subsidiaries and 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 L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Person; (iii) unless in the case of issuance of a new Letter of Credit, the borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; (xiv) as to each requested Carve Out LCs, the Borrower must provide acceptable cash collateral, cash equivalent collateral or a back to back letter of credit from a reputable banking institution to the Agent, as beneficiary, acceptable to the Agent, the Issuing Bank and the Lenders providing not less than 100% coverage of 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 is governed by (1) the Total Revolving Outstandings shall not exceed the Facility Uniform Customs and Practice for Documentary Credits (y1993 Revision), International Chamber of Commerce Publication No. 500, or (2) the aggregate Outstanding Amount 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 Advances International Chamber of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request Commerce and adhered to by the Borrower for Issuing Lender. If the issuance of, or an amendment to increase the amount of, terms of any Letter of Credit shall be deemed Application referred to be a representation by in the Borrower that the L/C Credit Extension so requested complies foregoing clause (iii) conflicts with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsterms of this Agreement, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit this Agreement shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcontrol.

Letters of Credit. Subject (a) The Issuing Banks agree, subject to the terms and conditions set forth hereinof this Agreement, (i) each Issuing Bank agrees, in reliance upon the agreements request of the other Lenders set forth in Section 2.03Borrower, (A) to issue from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) upon delivery to the applicable Issuing Bank of an Application and (ii), and (B) to honor drawings under the Letters Agreement for Letter of Credit issued relating thereto in form and content acceptable to such Issuing Bank; provided, that (i) no Issuing Bank shall issue (or renew) any Letter of Credit if it has been notified by it; the Administrative Agent or has actual knowledge that a Default or Event of Default has occurred and is continuing, (ii) the Lenders severally agree to participate in Letters aggregate Letter of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility Total Letter of Credit Commitment and (yiii) no Letter of Credit shall be issued (or renewed) if, after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit Outstandings plus Swing Line Outstandings plus outstanding Competitive Bid Loans shall exceed the aggregate Outstanding Amount Total Revolving Credit Commitment. No Letter of Credit shall have an expiry date (including all rights of the Advances Borrower or any beneficiary named in such Letter of Credit to require renewal, but not any Lender, plus such Lender’s Pro Rata Share renewal options that are subject to the approval of the Outstanding Amount Issuing Bank) or payment date occurring later than the earlier to occur of all L/C Obligations, shall not exceed such Lender’s Commitmentone year after the date of its issuance or the fifth Business Day prior to the Extended Revolving Credit Stated Maturity Date. Each request by the Borrower for the issuance ofor renewal of a Letter of Credit, or whether pursuant to an amendment to increase the amount of, any Application and Agreement for Letter of Credit or otherwise, shall constitute its certification that 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 deemed allowed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso act as an Issuing Bank. (b) Subject to the preceding sentence. Within provisions of Section 2.10(c), on the foregoing limitsNon-Extended Revolving Credit Termination Date (and without any further action), and subject so long as the Extended Revolving Credit Commitments shall not have terminated at or prior to the terms and conditions hereofsuch time (whether pursuant to Article IX or otherwise), the Borrower’s ability to obtain Participations in respect of all outstanding Letters of Credit shall be fully revolving, reallocated among the Extended Revolving Lenders in accordance with their Revolving Percentages as of such date (after giving effect to the termination of the Non-Extended Revolving Credit Commitments) and accordingly the Borrower may, during the foregoing period, obtain Non-Extended Revolving Lenders shall be released from their Participations in respect of such outstanding Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during During the period from and including the Closing Date until to, but excluding, five (5) Business Days prior to the Letter Termination Date in respect of Credit Expiration Datethe Revolver Facility, the Issuing Bank, as issuing bank for the Revolver Lenders, agrees to make L/C Credit Extensions 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, 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 the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and to amend or extend Letters (iv) expire not later than the earlier of (A) twelve months from the date of issuance of such Letter of Credit previously issued by it, in accordance with Section 2.03(a)(i) and (ii), and (B) five (5) Business Days before the Termination Date in respect of the Revolver Facility and (v) be subject to honor drawings under the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Bank 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 hereunder if such issuance would conflict with, or cause the Issuing Bank or L/C Participants to exceed any limits imposed by, any Governmental Requirement. References herein to “issue” and derivations thereof with respect to Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in shall also include extensions or modifications of any outstanding Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) unless the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmentcontext otherwise requires. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter All Existing Letters of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitshave been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letters of Credit. (i) Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, of this Agreement and in reliance upon the agreements representations and warranties of Holdings and Borrower contained herein, the other Lenders set forth Revolving Loan Commitment may, in Section 2.03addition 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, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, Letters of Credit (Adenominated in Dollars) from time to time on any Business Day during the period from the Closing Date until through the earlier of the Commitment Termination Date and 7 days prior to the date specified in clause (a) of the 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 outstanding principal balance of Revolving Loans would exceed the Maximum Amount or the Letter of Credit Expiration Date, to make Obligations for all Letters of Credit would exceed $10,000,000 (the “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 (iiSublimit”), and ; (B) to honor drawings under the Letters expiration date of such Letter of Credit issued by it(1) is not a Business Day, (2) is more than one year after the date of issuance thereof or (3) is later than 7 days prior to the date specified in clause (a) of the definition of Commitment Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (iiy) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the Lenders severally agree to participate date set forth in Letters 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 be issued in a form that is not acceptable to such 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 is issued for the account of any Subsidiary of Borrower, such Person), the Borrower or its Subsidiaries and any documents that such L/C Borrowings thereunder; provided that after giving effect to any Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Credit Extension Reimbursement Agreement”). For each such 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 respect to the Issuance of any Letter of Credit; provided, (x) however, that no Letter of Credit shall be Issued during the Total period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Outstandings shall Lenders that any condition precedent contained in Section 7.2 is not exceed satisfied and ending on the Facility date all such conditions are satisfied or duly waived. Immediately upon the issuance by an L/C Issuer of a Letter of Credit, and (y) without further action on the aggregate Outstanding Amount part of Agent or any of the Advances Lenders, each Revolving Lender shall be deemed to have purchased from such L/C Issuer a participation in such Letter of any Lender, plus Credit (or in the L/C Issuer’s obligation under a risk participation agreement with respect to a Letter of Credit) equal to such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed aggregate amount available to be drawn under such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue standby letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, denominated in reliance upon any Committed Currency for the agreements account of the other Lenders set forth in Section 2.03, (A) any Borrower from time to time on any Business Day during the period from the Closing Effective Date until one month before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 (x) the date that is one year after the date of issuance thereof or (y) 10 Business Days prior to the Termination Date. Within the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any 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(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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars 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 Closing Revolving Credit Availability Date until 30 days before the Letter Termination Date in an aggregate Available Amount (based in respect of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend any Letters of Credit previously issued to be denominated in a Committed Currency by it, reference to the Equivalent thereof in accordance with Section 2.03(a)(iDollars determined on the date of delivery of the applicable Notice of Issuance) and (ii), and (Bi) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; 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 any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances Letters of any LenderCredit expiring after such Termination Date. Within the limits referred to above, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for may from time to time request the issuance of, or an amendment to increase the amount of, any of Letters of Credit under this Section 2.01(b). (ii) No Letter of Credit shall be deemed have an expiration date (including all rights of the Borrower or the beneficiary to be a representation require renewal) later than the earlier of 10 Business Days before the Termination Date and one year after the date of Issuance thereof (or such longer period agreed to by the Borrower that 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 L/C Credit Extension so requested complies with applicable Issuing Bank and the conditions Agent on or prior to any date for notice of renewal set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters such Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.but in any event at least three

Letters of Credit. Subject 5.5.1 Each Letter 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 be obligated to, draw upon any Letter of Credit for payments of any amounts then due and payable under the Loan Documents. (a) In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of this Agreement and the other Lenders set forth Loan Documents, Lender shall have the additional rights to draw in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to full upon any Letter of Credit: (A) if Lender has not received at least thirty (30) days prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a notice from the issuing bank that it has renewed the applicable Letter of Credit; (xB) upon receipt of notice from the Total Revolving Outstandings shall not exceed issuing bank that the Facility applicable Letter of Credit will be terminated; and (yC) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by thirty (30) days after Lender has received notice and given notice to the Borrower for that the issuance of, or an amendment to increase bank issuing the amount of, any applicable Letter of Credit shall be deemed cease to be an Eligible Institution. (b) In the event that Lender draws upon a representation by the Borrower that the L/C Letter of Credit Extension so requested complies in accordance with the conditions set forth provisions of subsection 5.5(b)(i) above, any 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 draw upon and apply such proceeds at the time and in the proviso manner provided in this Agreement or the other Loan Documents for draws upon the applicable Letter of Credit. (c) Notwithstanding anything to the preceding sentence. Within contrary contained above, Lender is not obligated to draw on a Letter of Credit upon the foregoing limits, happening of an event specified in this subsection and subject shall not be liable for any losses sustained by Borrower due to the terms and conditions hereof, insolvency of the Borrower’s ability to obtain Letters bank issuing a Letter of Credit shall be fully revolving, and accordingly if Lender has not drawn on the Borrower may, during the foregoing period, obtain Letters Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agreesExcept as otherwise provided in Section 3.05(b), in reliance upon the agreements event of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings drawing under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section 3.05(a) or with funds from other sources), in same day funds, the Issuing Lender on each date on which the Issuing Lender notifies the Borrower of the date and amount of a draft paid under any such Letter of Credit for the amount of (x) the Total Revolving Outstandings shall not exceed the Facility such draft so paid and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment. (ii) Except as otherwise provided in Section 3.05(b), unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for the issuance of, or an amendment to increase the amount of, any such drawing under any Letter of Credit from other sources or funds, the Borrower shall be deemed to be have timely given a representation Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Loan bearing interest at the Base Rate on such date in the amount of (x) such draft so paid and (y) any amounts referred to in Section 3.03(c) incurred by the Borrower that Issuing Lender in connection with such payment, and the L/C Credit Extension so requested complies with Lenders shall make a Revolving Loan bearing interest at the conditions set forth Base Rate in the proviso such amount, and, notwithstanding anything in this Agreement to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofcontrary, the Borrower’s ability to obtain Letters proceeds of Credit which shall be fully revolving, applied to reimburse the Issuing Lender for the amount of the related drawing and accordingly costs and expenses. If the Borrower mayhas elected to pay the amount of any such drawing from other sources or funds and shall fail to reimburse the Issuing Lender as provided in this Section 3.05(a), during the foregoing periodunreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, obtain Letters of Credit to replace Letters of Credit that have expired by acceleration or that have been drawn upon and reimbursedotherwise) until payment in full.

Letters of Credit. Subject to the terms and conditions set forth herein, of this Agreement and upon (i) each Issuing Bank agrees, in reliance upon the agreements execution by the Borrower and the Agent of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the a Master Letter of Credit Expiration DateAgreement in form and substance reasonably acceptable to the Agent (together with all amendments, modifications and restatements thereof, the “Master Letter of Credit 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 make L/C Credit Extensions issue for the account of the Borrower or its Subsidiaries, and to amend or extend out of the Maximum Revolving Loan Commitment such standby and/or trade Letters of Credit previously issued by itin the standard form of the Agent and otherwise in form and substance reasonably acceptable to the Agent, in accordance with Section 2.03(a)(i) and (ii)from time to time during the term of this Agreement, and (B) to honor drawings under provided that the Letters Letter of Credit issued by it; and (ii) Obligations may not at any time exceed the Lenders severally agree to participate in Letters Maximum Letter of Credit issued for the account of the Borrower or its Subsidiaries Obligation and any L/C Borrowings thereunder; provided further, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any no Letter of Credit shall have an expiration date later than one year after the Maturity Date. If this Agreement and the Maximum Revolving Loan Commitment are not extended beyond the Maturity Date, upon the occurrence of the Maturity Date, Borrower shall deliver to Agent cash collateral in the amount of the then outstanding Letter of Credit Obligations. The Letter of Credit Obligations shall also be evidenced by the Note. The amount of any payments made by the Agent with respect to draws made by a beneficiary under a Letter of Credit to which the Borrower has failed to reimburse the Lender upon the earlier of (i) the Agent’s demand for repayment, or (ii) five (5) days from the date of such payment to such beneficiary by the Agent, shall be deemed to be have been converted to a representation Prime Loan as of the date such payment was made by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso Agent to the preceding sentencesuch beneficiary. Within the foregoing limits, and subject to If there is a conflict between the terms of the Master Letter of Credit Agreement and conditions hereofthe terms of this Agreement, the Borrower’s ability to obtain Letters terms of Credit this Agreement shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedcontrolling.

Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth hereinforth, (i) each the Borrower may request that any Issuing Bank agreesissue, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) at any time and from time to time on any Business Day during and after the period from Effective Date and prior to the Closing Date until the Letter of Credit Expiration Revolving Loan Maturity 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account benefit of any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Indebtedness of the Borrower or its Subsidiaries and any Subsidiary Guarantor (other than the 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 Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of CreditSupportable Indebtedness. (b) Notwithstanding the foregoing, (xi) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any no Letter of Credit shall be deemed to be a representation by issued the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso Stated Amount of which, when added to the preceding sentence. Within Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the foregoing limitsdate of, and subject 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 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 conditions hereof, the Borrower’s ability to obtain Letters (iii) each Letter of Credit shall be fully revolving, denominated in Dollars and accordingly shall be issued on a sight basis. (c) The letters of credit issued under the Borrower may, during Existing Credit Agreement that are outstanding on the foregoing period, obtain Effective Date shall be deemed to be Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedissued on the Effective Date.

Letters of Credit. (a) Subject to the terms and conditions set forth hereinof this Agreement and so long as no Default or Event of Default has occurred and is continuing, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter Revolving Credit Period, Lender agrees to issue irrevocable commercial and/or standby letters of Credit Expiration Date, to make L/C Credit Extensions credit for the account of Borrower and/or any Subsidiary (individually, a “Letter of Credit”, and collectively, “Letters of Credit”) in an amount and for the term specifically requested by Borrower by notice in writing to Lender at least two (2) Business Days prior to the requested issuance thereof; provided, however, that: (i) Borrower shall have executed and delivered to Lender a Letter of Credit Application with respect to such Letter of Credit; (ii) the term of any such Letter of Credit shall not extend beyond the earlier of (A) the date one (1) year after the date of issuance thereof, or (B) the last day of the Revolving Credit Period; (iii) any Letter of Credit may only be utilized to guaranty the payment of obligations of Borrower or its Subsidiaries, a Subsidiary to third parties; (iv) Total Revolving Credit Outstandings shall not as of any date exceed Lender’s Revolving Credit Commitment; and to amend or extend Letters (v) the text of any such Letter of Credit previously issued by itis provided to Lender no less than two (2) Business Days prior to the 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 Section 2.03(a)(ithe terms thereof and, in that connection, Lender shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and the related Letter of Credit 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 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 close of business of Lender on the day of such 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 Reset Loan under Sections 2.01 and 2.02 above (and Lender will make such Daily Reset 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 Reset Loan would otherwise be permitted under the requirements of this Agreement) and the proceeds of such Daily Reset 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. (ii)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 (B) to honor drawings under payable quarterly, in arrears, on the Letters last day of Credit issued by iteach 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 Lenders severally agree to participate in contrary, if any Letters of Credit issued 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 Letter(s) of Credit to Lender for cancellation, or (ii) provide Lender with cash collateral (or other collateral acceptable to Lender in 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 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 term acceptable to Lender. Such amounts, including in the Borrower case of cash amounts invested in the manner set forth above, shall not be used by Lender to pay any amounts drawn or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect paid under or pursuant to any Letter of Credit, (x) 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 Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount payment of such of the Advances of other Borrower’s Obligations as Lender shall determine. Any amounts remaining in any Lender, plus such Lender’s Pro Rata Share of cash collateral account established pursuant to this Section 2.18(e) after the Outstanding Amount payment in full of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Obligations and the expiration or cancellation of all of the Letters of Credit shall be fully revolvingreturned to Borrower (after deduction of Lender’s reasonable expenses, 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 reimbursedif any).

Letters of Credit. Subject to the terms and conditions set forth hereinof this Agreement, (i) each the Commitments may be utilized, upon the request of the Borrower, in addition to the Loans provided for by Paragraph 2.1, for the issuance by the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, letters of credit (A"Letters of Credit") from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend Letters Borrower; provided that in no event shall (i) the aggregate amount of all Letter of Credit previously issued by itLiabilities, together with the aggregate principal amount of the Loans exceed the aggregate amount of the Commitments as in accordance with Section 2.03(a)(i) and (ii)effect from time to time, and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree outstanding aggregate amount of all Letter of Credit Liabilities and Loan advances for Working Capital exceed $20,000,000.00 and (iii) the expiration date of any Letter of Credit extend beyond the earlier of the Loan Termination Date and the date twelve months following the issuance of such Letter of Credit. The following additional provisions shall apply to participate Letters of Credit: (A) The Borrower shall give the Agent at least three Business Days' irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Loan Termination Date) each Letter of Credit is to be issued and describing in reasonable detail the proposed terms of such Letter of Credit (including its beneficiary) and the nature of the transactions or obligations proposed to be supported (including whether such Letter of Credit is to be a commercial letter of credit or a standby letter of credit). The Borrower shall be the account party for each Letter of Credit, including Letters of Credit issued issuable to a beneficiary having a claim or potential claim against a Subsidiary of the Borrower. (B) On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been terminated or, if drawn upon, until the resulting Reimbursement Obligations have been reimbursed in full by the Borrower (whether by a borrowing under this agreement or otherwise), the Commitment of each Bank shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Bank's Commitment Percentage of the then Letter of Credit Liabilities associated with such Letter of Credit. Each Bank (other than the Issuing Bank) agrees that, upon the issuance of any Letter of Credit it shall automatically acquire a participation in the Issuing Bank's liability under such Letter of Credit in an amount equal to such Bank's Commitment Percentage of such liability, and each Bank (other than the Issuing Bank) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, its Commitment Percentage of the Issuing Bank's liability under such Letter of Credit. (C) Upon receipt from the beneficiary of any Letter of Credit or any demand for payment under such Letter of Credit, the Issuing Bank shall promptly notify the Borrower (through the Agent) of the amount to be paid by the Issuing Bank as a result of such demand and the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand. The Borrower hereby unconditionally agrees to pay and reimburse the Agent for the account of the Borrower or its Subsidiaries Issuing Bank and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension the other Banks with respect to any their Letter of Credit Interest for the amount of each demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by the Issuing Bank to the beneficiary under such Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances without presentment, demand, protest or other formalities of any Lender, plus such Lender’s Pro Rata Share of kind. Any amounts not so paid or borrowed as set forth in (D) below shall bear interest at the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by rate(s) specified in the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed Documents or, if higher, at the rate(s) specified on the Notes (including the Default Rate, if applicable). (D) Forthwith upon its receipt of a notice referred to be a representation by in clause (C) of this Paragraph 2.3, the Borrower that shall advise the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Agent whether or not the Borrower mayintends to borrow under Paragraph 2.1 to finance its obligation to reimburse the Issuing Bank for the amount of the related demand for payment and, during the foregoing periodif it does, obtain Letters submit a notice of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedsuch borrowing as provided in Paragraph 2.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, denominated in reliance upon Dollars or any Committed Currency for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letter of Credit Expiration Date, to make L/C Credit Extensions for be denominated in a Committed Currency by reference to the account Equivalent thereof in Dollars determined on the date of delivery of the Borrower or its Subsidiaries, and to amend or extend Letters applicable Notice of Credit previously issued by it, in accordance with Section 2.03(a)(iIssuance) and (ii), and (Bi) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) each Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunderthe beneficiary to require renewal) later than one year after 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 Commitments of the Extending Lenders (including any L/C replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit Extension with expiring after such Termination Date; provided, further, that in respect to of any Letter of CreditCredit 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 an amount equal to the sum of (x) the Total Revolving Outstandings shall not exceed aggregate stated amount of all Letters of Credit with an expiry later than the Facility date five Business Days prior to the Termination Date and (y) an amount equal to the aggregate Outstanding Amount full amount of fees that would accrue with respect to such Letters of Credit under Section 2.05(b) if each such Letter of Credit with an expiry later than the Advances of any Lenderdate five Business Days prior to the Termination Date were not drawn or cancelled prior to its stated expiry. Within the limits referred to above, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for may request the issuance ofof Letters of Credit under this Section 2.01(b), or an amendment to increase the amount of, repay any Letter of Credit shall be deemed Advances resulting from drawings thereunder pursuant to be a representation by Section 2.04(c) and request the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain issuance of additional Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. Subject Any Borrower may request any Issuing Bank to issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agrees, and in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue standby letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars for the account of any Borrower or its specified Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the all Letters of Credit issued by it; such Issuing Bank not to exceed at any time the Letter of Credit Commitment of such Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 one year after the Issuance thereof (or one year after its renewal or extension) and 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may from time to time request the Issuance of 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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars for the account of any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, Termination Date applicable to make L/C Credit Extensions such Issuing Bank in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the applicable Borrower or its Subsidiaries and any L/C Borrowings thereunder; 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-Consenting Lender if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances Letters of any LenderCredit expiring after such Termination Date. Within the limits referred to above, plus such Lender’s Pro Rata Share the Borrowers may from time to time request the issuance of the Outstanding Amount Letters of all L/C Obligations, shall not exceed such Lender’s CommitmentCredit under this Section 2.01(b). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter letter of Credit credit listed on Schedule 2.01(b) shall be deemed to be constitute a representation by the Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsissued hereunder, and subject 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 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. (1) Subject to the terms and conditions set forth hereinof this Agreement, (i) each Issuing Bank severally agrees, in reliance upon at the agreements request of the other Lenders set forth in Section 2.03Company, to issue one or more standby letters of credit hereunder (Aas 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 any Business Day during or before the period from the Closing Date until the Letter of Credit Expiration Outside Expiry 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus each such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase in the amount Maximum Amount of, any Letter of Credit shall be deemed subject to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions limitations set forth in the proviso Section 2.01(a)(4). (2) Each Letter of Credit shall be in form and substance reasonably satisfactory to the preceding sentence. Within relevant Issuing Bank and the foregoing limitsCompany. (3) Each Letter of Credit shall be issued by an Issuing Bank as sole issuer, and subject the Banks shall be deemed to acquire participations therein on the terms and conditions hereofof Section 2.01(b). (4) Anything in this Agreement to the contrary notwithstanding, (i) the Borrower’s ability to obtain 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 shall be fully revolving, may not at any time exceed the LC Sublimit and accordingly the Borrower may, during the foregoing period, obtain Maximum Amount of all Letters of Credit to replace Letters issued by any Issuing Bank may not exceed the Fronting Commitment of such Issuing Bank, and (iv) no Letter of Credit may provide for an LC Expiry Date later than the Outside Expiry Date. Subject to clause (iv), any Letter of Credit shall, if requested by the Company, include customary evergreen provisions (including appropriate language allowing the relevant Issuing Bank to exercise non-renewal rights). (5) Notwithstanding anything herein to the contrary, the Banks shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person to fund any activity or business in any manner that have expired or that have been drawn upon and reimbursedwould result in a violation of any Sanctions by any party to this Agreement.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Loan Amount may be availed of by the Customer in the form of commercial letters of credit issued by the Bank for the account of the Customer (individually a "Letter of Credit" and collectively the "Letters of Credit"), provided that the aggregate amount of Letters of Credit issued and outstanding hereunder shall not at any one time exceed $1,500,000. For purposes of this Agreement, a Letter of Credit shall be fully revolvingdeemed outstanding as of any time in an amount equal to the maximum amount which could be drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings then outstanding with respect thereto. If and to the extent any Letter of Credit expires or otherwise terminates without having been drawn upon, the availability shall to such extent be reinstated. Each Letter of Credit issued hereunder shall expire not later than twelve (12) months from the date of issuance. Each Letter of Credit issued hereunder shall be payable in U.S. Dollars, conform to the general requirements of the Bank for the issuance of a commercial letter of credit, as to form and substance, and accordingly be a letter of credit which the Borrower may, during Bank may lawfully issue. At the foregoing period, obtain Letters time the Customer requests each Letter of Credit to replace be issued, the Customer shall execute and deliver to the Bank an application for such Letter of Credit in the form then customarily prescribed by the Bank (individually an "Application" and collectively the "Applications"). Subject to the other provisions of this subsection, the obligation of the Customer to reimburse the Bank for drawings under a Letter of Credit shall be governed by the Application for such Letter of Credit. Anything contained in the Applications to the contrary notwithstanding, (i) in the event the Bank is not reimbursed by the Customer for the amount the Bank pays on any draft drawn under a Letter of Credit issued hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid, the obligation of the Customer to reimburse the Bank for the amount of such draft paid shall bear interest (which the Customer hereby promises to pay on demand) from and after the date the draft is paid until payment in full thereof at the fluctuating rate per annum determined by adding 3% to the sum of the Applicable Margin plus the Prime Rate as from time to time in effect (computed on the basis of a year of 360 days for the actual number of days elapsed), (ii) the Customer shall pay fees in connection with each Letter of Credit as set forth in Section 3 hereof, and (iii) the Customer shall, upon demand of the Bank, immediately pay to the Bank the full amount of each Letter of Credit then outstanding, the Customer agreeing to immediately make such payment and acknowledging and agreeing that the Bank would not have an adequate remedy at law for failure of the Customer to honor any such demand and that the Bank shall have the right to require the Customer to specifically perform such undertaking whether or not any draws have been made under any such Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior cause its Affiliate that is a commercial bank to issue on its behalf) each Issuing Bank agreesletters of credit (the “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 30 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its Subsidiaries 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 L/C Borrowings thereunderdate 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 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, 180 days after the date of issuance thereof; provided 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of CreditCredit in any event to be extended to a date later than 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, (x) but not after the Total Revolving Outstandings shall Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)). If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits 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). Notwithstanding the foregoing, the expiration date of any Letter of Credit may occur after the Termination Date; provided, that the Administrative Agent and the Issuing Bank, each acting in its sole discretion, has approved in writing such expiration date (which approval may be conditioned on such terms and conditions hereof(including the Cash Collateralization of such Letter of Credit) as Administrative Agent and the Issuing Bank, the Borrower’s ability to obtain Letters of Credit shall be fully revolvingeach acting in its sole discretion, 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 reimbursedmay determine).

Letters of Credit. Subject to all of the terms and conditions set forth hereinof this Agreement (including, without limitation, Section 5.1 and 5.2 hereof), (i) each Issuing Bank agreesBorrower shall have the right to, in reliance upon the agreements of the other Lenders set forth addition to Loans provided for in Section 2.032.1 hereof, (A) utilize the Revolving Loan Commitments from time to time on any Business Day during the period from Revolving Loan Availability Period by obtaining the Closing Date until the Letter issuance of Credit Expiration Date, to make L/C Credit Extensions standby letters of credit for the account of Borrower (in support of the obligations of Borrower or the obligations of its SubsidiariesAffiliates) if Borrower shall so request in the notice referred to in Section 2.7(b)(i) hereof (such standby letters of credit as any of them may be amended, and supplemented, extended or confirmed from time to amend or extend time, being herein collectively called the “Letters of Credit previously issued by it, in accordance with Section 2.03(a)(iCredit”) and (ii), and (B) Wxxxx Fargo agrees to honor drawings under the issue such Letters of Credit issued by it; and (ii) Credit. Upon the Lenders severally agree to participate in Letters of Credit issued for the account date of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any issuance of a Letter of 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 Lender shall be deemed, without further action by any party hereto, to have purchased from the applicable Issuer, a participation, to the extent of such Lender’s Revolving Loan Commitment Percentage, in such Letter of Credit and the related Letter of Credit Liabilities, which participation shall terminate on the earlier of the expiration date of such Letter of Credit or the Revolving Loan Termination Date. Unless the Majority Lenders shall have otherwise agreed in writing, no Letter of Credit shall have an expiration date later than the earlier of (x) the Total Revolving Outstandings shall not exceed the Facility and one year from date of issuance or (y) the aggregate Outstanding Amount date ten (10) Business Days prior to the end of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s CommitmentRevolving Loan Availability Period. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Any Letter of Credit that shall have an expiration date after the end of the Revolving Loan Availability Period shall be deemed subject to be Cover or backed by a representation standby letter of credit in form and substance, and issued by the Borrower that the L/C Credit Extension so requested complies a Person, acceptable to Agent in its sole discretion. Wxxxx Fargo or, with the conditions set forth in prior approval of Borrower, Agent and the proviso to the preceding sentence. Within the foregoing limitsapplicable Lender, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit another Lender shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters Issuer of Credit to replace Letters each Letter of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders Banks set forth in Section 2.032.20, (A) from time to time on any Domestic Business Day during the period from the Closing Amendment Effective Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions either (i) for 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 its Subsidiariesbackup credit support of such letter of credit (“Back-Up Letter of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(i2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, its Consolidated Entities, its Members or members of its Subsidiaries 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 Total aggregate principal amount of Revolving Outstandings shall not exceed the Facility and Loans of any Bank, plus (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such LenderBank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, Obligations shall not exceed such LenderBank’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; provided, further that the 2017 Banks agreement to purchase participations in Letters of Credit shall be limited to their Pro Rata Share of any Letters of Credit with an expiration date that is no later than five Domestic Business Days prior to the 2017 Commitment Termination Date and is otherwise subject to the limitations set forth in Section 3.03(d). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, no Issuing Bank shall issue any Letter of Credit other than a Standby Letter of Credit.

Letters of Credit. Subject to The Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ithe "LETTERS OF CREDIT") each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) U.S. Borrower from time to time on any Business Day during the period from the Closing date of the Original Credit Agreement until five Business Days before the Termination Date until (i) in an aggregate Available LC Amount for all Letters of Credit not to exceed at any time the Issuing Bank's Letter of Credit Expiration 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) Commitment at such time and (ii)) 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 five Business Days before the 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 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 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 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) to honor drawings under in the Letters case of a Trade Letter of Credit, the later of 180 days after the date of issuance thereof or five Business Days before the Termination Date; PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued by it; 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 (iiz) not permit the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that expiration date (after giving effect to any L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the U.S. Borrower for or a Notice of Termination is given by the issuance ofIssuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain U.S. Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(e).

Letters of Credit. Subject to (a) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Dateforth, to make L/C Credit Extensions Issue for the account of the Borrower or its Subsidiariesany LC Subsidiary, and to amend one or extend more Letters of Credit previously issued by it(in an aggregate amount not in excess of the Issuing Commitment of such Issuing Bank) from time to time during the period from the date of this Agreement until the Termination Date in an aggregate undrawn amount not to exceed at any time the Commitments of the Lenders in effect at such time (inclusive of the Dollar equivalent of Letters of Credit Issued in an Alternative Currency), each such Letter of Credit (except Standby Letter of Credit) upon its Issuance to expire, subject to the following proviso, on or before the date which occurs one year from the date of its Issuance but in accordance with Section 2.03(a)(iany event prior to the Termination Date; provided, however, that if any Letter of Credit shall have an expiration date beyond the Termination Date, the Borrower or any LC Subsidiary, as applicable, shall, at or prior to the Termination Date deposit cash in the L/C Collateral Account in an amount equal to the Letter of Credit Liability (less the amount, if any, then on deposit in the L/C Collateral Account) as collateral security for the Borrower’s or any LC Subsidiary’s, as applicable, reimbursement obligations in connection therewith, such cash to be returned promptly to the Borrower or such LC Subsidiary, as applicable, when the respective Letter of Credit expires; and provided further, however, that, notwithstanding the foregoing, an Issuing Bank shall not be obligated to, and shall not, Issue any Letter of Credit if: (i) after giving effect to the Issuance of such Letter of Credit, the sum of the then outstanding aggregate amount of all Letter of Credit Liability, the then outstanding principal amount of all Borrowings and the aggregate Swing Line Commitment then in effect (computed without giving regard to usage) shall exceed the aggregate amount of the Commitments in effect from time to time; (ii)) after giving effect to the Issuance of such Letter of Credit, the then outstanding aggregate amount of all Letter of Credit Liability in respect of Letters of Credit Issued by such Issuing Bank shall exceed the Issuing Commitment of such Issuing Bank; or (iii) the Agent or the Majority Lenders shall have notified the Issuing Banks and the Borrower that no further Letters of Credit are to be Issued by the Issuing Banks due to failure to meet any of the applicable conditions set forth in Article V, and such notice has not been withdrawn. (Bb) Each Issuing Bank shall provide to honor drawings under the Agent in writing, no later than 5 days after the end of each month, a report with respect to the outstanding Letters of Credit issued by it; such Issuing Bank, which report shall set forth the undrawn amount and (iidrawn but unreimbursed amount as of the end of each day during that month of all such Letters of Credit. Promptly after receiving all of such reports, the Agent shall forward copies thereof to each Lender. Within the limits of the obligations of the Issuing Banks set forth above and in Section 3.02, the Borrower and each LC Subsidiary may request the Issuing Banks to Issue one or more Letters of Credit, reimburse the Issuing Banks for payments made thereunder pursuant to Section 3.04(a) and request the Lenders severally agree Issuing Banks to participate in Issue one or more additional Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 3.01.

Letters of Credit. Subject (a) Each Letter 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 be obligated to, draw upon any Letter of Credit for payments of any amounts then due and payable under the Note, 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 set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of this Agreement and the other Lenders set forth Loan Documents, Lender shall have the additional rights to draw in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to full upon any Letter of Credit: (A) if Lender has not received at least thirty (30) days prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a notice from the issuing bank that it has renewed the applicable Letter of Credit; (xB) upon receipt of notice from the Total Revolving Outstandings shall not exceed issuing bank that the Facility applicable Letter of Credit will be terminated; and (yC) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by thirty (30) days after Lender has received notice and given notice to the Borrower for that the issuance of, or an amendment to increase bank issuing the amount of, any applicable Letter of Credit shall be deemed cease to be an Eligible Institution. (2) In the event that Lender draws upon a representation by the Borrower that the L/C Letter of Credit Extension so requested complies in accordance with the conditions set forth provisions of subsection 5.5(b)(1) above, any 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 draw upon and apply such proceeds at the time and in the proviso manner provided in this Agreement or the other Loan Documents for draws upon the applicable Letter of Credit. (3) Notwithstanding anything to the preceding sentence. Within contrary contained above, Lender is not obligated to draw on a Letter of Credit upon the foregoing limits, happening of an event specified in this subsection and subject shall not be liable for any losses sustained by Borrower due to the terms and conditions hereof, insolvency of the Borrower’s ability to obtain Letters bank issuing a Letter of Credit shall be fully revolving, and accordingly if Lender has not drawn on the Borrower may, during the foregoing period, obtain Letters Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedCredit.

Letters of Credit. Subject to (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars 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 Closing Effective Date until 30 days before the Letter Termination Date in an aggregate Available Amount (based in respect of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend any Letters of Credit previously issued to be denominated in a Committed Currency by it, reference to the Equivalent thereof in accordance with Section 2.03(a)(iDollars determined on the date of delivery of the applicable Notice of Issuance) (i) and (ii), and (B) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders severally agree 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 participate in 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 issued for expiring after such Termination Date. Within the account 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 10 Business Days before the Termination Date and one year after the date of Issuance thereof (or such longer period agreed to by the applicable Issuing Bank in its Subsidiaries 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 and the Agent on or prior to any L/C Borrowings thereunderdate 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 expiration of such standby Letter of Credit (or such shorter period as the Issuing Bank shall agree); provided 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 (including any L/C 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 Letter of Credit that is automatically renewable annually (“Auto-Extension with respect to any Letter of Credit, ”) shall permit the applicable Issuing Bank to prevent any such extension at least once in each 12-month period (xcommencing with the date of issuance of such Letter of Credit) by giving prior notice to the Total Revolving Outstandings shall beneficiary thereof not exceed later than a day (the Facility and (y“Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the aggregate Outstanding Amount of the Advances of any Lender, plus time such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall 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 not later than 10 Business Days before the Termination Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be a representation permitted, or would have no obligation, at such time to issue such Letter of Credit (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 L/C Credit Extension so requested complies with the applicable conditions set forth specified in the proviso to the preceding sentence. Within the foregoing limitsSection 3.04 is not then satisfied, and subject in each such case directing such Issuing Bank not to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedpermit such extension.

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior cause its Affiliate that is a commercial bank to issue on its behalf) each Issuing Bank agreesletters of credit (the “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account 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 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 Subsidiaries 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 L/C Borrowings thereunderdate 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 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 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. Subject to Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (set forth hereinon Schedule IV hereto) (collectively, (i) each Issuing Bank agreesthe “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account 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 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 Subsidiaries 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 L/C Borrowings thereunderdate 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 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 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(d) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(c).

Letters of Credit. (a) Subject to the terms and conditions set forth hereinhereof, (i) each Issuing Bank agreesLender, in reliance upon on the agreements of the other Lenders set forth in Section 2.032.3(f), agrees to issue letters of credit (A“Letters of Credit”) from time to time for the account of the Borrower on any Business Day during the period Revolving Commitment Period in such form as may be approved from the Closing Date until the time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit Expiration Dateif, after giving effect to make such issuance, (i) the L/C Credit Extensions for Obligations would exceed the account L/C Commitment or (ii) the aggregate amount of the Borrower or its Subsidiaries, and to amend or extend Letters Available Revolving Commitments would be less than zero. Each Letter of Credit previously issued by it, shall (i) be denominated in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; Dollars and (ii) expire no later than the Lenders severally agree to participate in Letters earlier of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility first anniversary of its date of issuance and (y) the aggregate Outstanding Amount of date that is five Business Days prior to the Advances of any LenderRevolving Termination Date, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, 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 Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to 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 set forth below, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit 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 Issuing 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 representation by the Borrower that the 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) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by 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 Lender pursuant to Section 2.3(f) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit Extension 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 L/C Participant within three Business Days after the date such payment is due, such Issuing 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 and has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.3(f), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the 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 Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so requested complies 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 conditions 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 proviso to the preceding sentenceBorrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Within the foregoing limitsThe Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and subject to the terms and conditions hereof, the Borrower’s ability Reimbursement Obligations under Section 2.3(i) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to obtain Letters 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 which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be fully revolvingliable 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 accordingly nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower mayand shall not result in any liability of such Issuing Lender to the Borrower. (k) If any draft shall be presented for payment under any Letter of Credit, during the foregoing period, obtain Letters applicable Issuing Lender shall promptly notify the Borrower of the date 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 replace Letters any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. (l) To the extent that have expired or that have been drawn upon and reimbursedany provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.3, the provisions of this Section 2.3 shall apply.

Letters of Credit. Subject to During the terms and conditions set forth hereinRevolving Commitment Period, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the Borrower’s ability account of Borrowers in the aggregate amount up to obtain Letters but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be fully revolvingdenominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $5,000 or such lesser amount as the applicable Issuing Bank and Borrowers may agree; (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 accordingly (v) no event Letter of Credit shall have an expiration date later than the Borrower mayearlier of (1) five days prior to the third anniversary of the Closing Date (the “Letter of Credit Expiration Date”) and (2) the date which is one year from the date of issuance of such Letter of Credit; provided, during however, that 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 foregoing periodLetter of Credit Expiration Date unless Borrowers shall, obtain 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 to replace 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 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 have expired 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) first, Administrative Agent is holding sufficient Cash collateral for the obligations of such Defaulting Lender, (y) second, after taking into account the reallocation of such Defaulting Lender’s participation obligations pro rata, among the non-Defaulting Lenders, the Revolving Exposure of such Revolving Lenders does not exceed their respective Revolving Commitments or that have been drawn upon (z) third, Issuing Bank has entered into arrangements reasonably satisfactory to it and reimbursedBorrowers to eliminate Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of the Defaulting Lender, including by Cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) any Borrower from time to time on any Business Day during the period from the Closing Restatement Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions latest Termination Date (i) in an aggregate Available Amount 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) to honor drawings under the all Letters of Credit issued by it; and all Issuing Banks not to exceed at any time the Letter of Credit Facility at such time, (ii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Banks’ Letter of Credit Commitment at such time and (iii) 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 Commitments of the Lenders severally agree to participate in Letters having a Termination Date no earlier than the expiration date of such Letter of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus at such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitmenttime. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after 15 days prior to the latest Termination Date, “Special Letters of Credit”). Within the limits referred to above, any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any 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(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 a representation 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 the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and conditions hereofall similar terms, the Borrower’s ability when applied to obtain Letters a Letter of Credit Credit, shall be fully revolvinginclude any renewal, and accordingly the Borrower extension or amendment thereof. Any Issuing Bank may, during the foregoing periodin its discretion, obtain arrange for one or more Letters of Credit to replace 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 have expired or that have been drawn upon the original Issuing Bank shall continue as the “Issuing Bank” and reimbursedshall remain liable in all respects for the performance of such Affiliate with respect to any such Letter of Credit.

Letters of Credit. Subject to (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars 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 Closing Effective Date until 30 days before the Letter Termination Date in an aggregate Available Amount (based in respect of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend any Letters of Credit previously issued to be denominated in a Committed Currency by it, reference to the Equivalent thereof in accordance with Section 2.03(a)(iDollars determined on the date of delivery of the applicable Notice of Issuance) and (ii), and (Bi) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders severally agree 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 participate in 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 issued for expiring after such Termination Date. Within the account 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 10 Business Days before the Termination Date and one year after the date of Issuance thereof (or such longer period agreed to by the applicable Issuing Bank in its Subsidiaries 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 and the Agent on or prior to any L/C Borrowings thereunderdate 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 expiration of such standby Letter of Credit (or such shorter period as the Issuing Bank shall agree); provided 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 (including any L/C 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 Letter of Credit that is automatically renewable annually (“Auto-Extension with respect to any Letter of Credit, ”) shall permit the applicable Issuing Bank to prevent any such extension at least once in each 12-month period (xcommencing with the date of issuance of such Letter of Credit) by giving prior notice to the Total Revolving Outstandings shall beneficiary thereof not exceed later than a day (the Facility and (y“Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the aggregate Outstanding Amount of the Advances of any Lender, plus time such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall 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 not later than 10 Business Days before the Termination Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has reasonably determined that it would not be a representation permitted, or would have no obligation, at such time to issue such Letter of Credit (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 L/C Credit Extension so requested complies with the applicable conditions set forth specified in the proviso to the preceding sentence. Within the foregoing limitsSection 3.04 is not then satisfied, and subject in each such case directing such Issuing Bank not to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedpermit such extension.

Letters of Credit. (a) L/C Commitment. (i) Subject to the terms and conditions set forth hereinhereof, (i) each Issuing Bank agreesLender, in reliance upon on the agreements of the other Dollar Tranche Revolving Lenders set forth in Section 2.032.06(d)(i), (A) agrees, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions issue standby letters of credit (“Letters of Credit”) for the account of the Borrower Company or its any Subsidiary (including, to the extent not prohibited by Section 6.04, Unrestricted Subsidiaries, ) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(a)(isubsection (b) and (ii)below, and (B) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to honor drawings under the Letters of Credit issued time by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereundersuch Issuing Lender; provided that that, after giving effect to any L/C Credit Extension with respect to issuance, amendment, increase or extension of any Letter of Credit, (xw) the Total sum of the total Dollar Tranche Revolving Outstandings Credit Exposures shall not exceed the Facility and aggregate Dollar Tranche Revolving Commitments, (yx) the aggregate Outstanding Amount of the Advances Dollar Tranche Revolving Credit Exposure of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, Lender shall not exceed such Lender’s Dollar Tranche Revolving Commitment, (y) the sum of the total Revolving Credit Exposures denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit and (z) the L/C Exposure shall not exceed the L/C Commitment. Each request by the Borrower Company for the issuance ofissuance, amendment, increase or an amendment to increase the amount of, extension of any Letter of Credit shall be deemed to be a representation by the Borrower Company that the L/C Credit Extension so such requested issuance, amendment, increase or extension, as applicable, complies with the conditions set forth in the proviso to the preceding sentence. Within Each Letter of Credit shall be denominated in Dollars or one or more Alternative Currencies. All letters of credit identified on Schedule 2.06 (the foregoing limits“Existing Letters of Credit”) shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No Issuing Lender shall issue any Letter of Credit, if: (A) subject to Section 2.06(b)(iii), the Borrower’s ability expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Majority in Interest of the Dollar Tranche Revolving Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur more than 12 months after the Revolving Termination Date, unless all the Dollar Tranche Revolving Lenders have approved such expiry date. (iii) No Issuing Lender shall be under any obligation to obtain issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Issuing Lender, the Letter of Credit is in an initial stated amount less than $250,000; (D) except as otherwise agreed by the Administrative Agent and such Issuing Lender, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; (F) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(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 Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No Issuing Lender shall amend any Letter of Credit if such Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) No Issuing Lender shall be fully revolvingunder any obligation to amend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, and accordingly or (B) the Borrower may, during beneficiary of the foregoing period, obtain Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Lender shall have all of the benefits and immunities (A) provided to replace the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit that have expired issued by it or that have been drawn upon proposed to be issued by it and reimbursedIssuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Lender.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon Each Letter of Credit shall be maintained for the agreements benefit of the other Lenders set forth in Section 2.03, SCE. (ii) Seller shall: (A) from time renew or cause the renewal of each outstanding Letter of Credit no less than thirty (30) days before its expiration; (B) if the issuer of an outstanding Letter of Credit has indicated its intent not to time 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 any 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 during after the period from occurrence thereof (or the Closing Date until 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 Expiration Date, to make L/C Credit Extensions for the account any of the Borrower reasons set forth in such Letter of Credit or its Subsidiaries, and to amend or extend Letters of Credit previously issued accompanying draw certificate. (v) Cash proceeds received by it, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under SCE from drawing upon the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed Project Security for Seller’s obligations to be a representation by SCE, and SCE shall have the Borrower that the L/C Credit Extension so requested complies with the conditions rights and remedies set forth in this Agreement with respect to such cash proceeds. (vi) In all cases, all costs associated with a Letter of Credit, including the proviso to the preceding sentence. Within the foregoing limitscosts and expenses of establishing, renewing, substituting, canceling, and subject to changing the terms and conditions hereof, the Borrower’s ability to obtain Letters amount of a Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedborne by Seller.

Letters of Credit. Subject to During the terms and conditions set forth hereinRevolving Commitment Period, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration 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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability Issuing Bank agrees to obtain issue Letters of Credit for the account of the Borrower or any of its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be fully revolvingdenominated 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 the Issuing Bank; (iii) 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 Xxxxxx’s Revolving Commitment and (z) the Outstanding Amount of Letter of Credit Obligations exceed the Letter of Credit Sublimit; and (iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) seven (7) days prior to the Revolving Commitment Termination Date, and accordingly (2) the date which is one (1) year from the date of issuance of 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, 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 Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank (in its sole discretion) with the Borrower mayor such Defaulting Lender to eliminate the Issuing Bank’s Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), during including by Cash Collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the foregoing period, obtain Letters Outstanding Amount of the Letter of Credit Obligations in a manner reasonably satisfactory to replace Letters Agents, the Issuing Bank shall not be obligated to issue or extend any Letter of Credit that have expired hereunder. The Issuing Bank may send a Letter of Credit or that have been drawn upon and reimbursedconduct 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. Subject to (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue and amend standby letters of credit (Aeach, a “Letter 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 Closing Effective Date until the seventh Business Day prior to the Termination Date for such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to make L/C exceed at any time such Issuing Bank’s Letter of Credit Extensions Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the account Unused Commitments (immediately prior to such Issuance) of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or its Subsidiariesthe beneficiary to require renewal) later than five Business Days prior to the Termination Date, and unless all Lenders have approved such expiration date. Within the limits referred to amend or extend above, the Borrower may from time to time request the Issuance of Letters of Credit previously under this Section 2.01(b). (ii) Subject to Section 2.03(a)(iv), unless otherwise agreed by the Issuing Bank and all the Lenders, no Issuing Bank shall issue any Letter of Credit if the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise entitled to be compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date (and for which such Issuing Bank is not otherwise entitled to be compensated hereunder) and which, in each case, such Issuing Bank in good xxxxx xxxxx material to it; (B) the Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to Letters of Credit generally, so long as such policies are consistently applied by such Issuing Bank to its customers and to letters of credit issued by it, such policies are not unusual to similarly situated financial institutions and such policies are not contrary to the express contractual obligations of such Issuing Bank under this Agreement; (C) except as otherwise agreed by the Agent and such Issuing Bank, the Letter of Credit is in accordance an initial stated amount less than $500,000; (D) the Letter of Credit is to be denominated in a currency other than Dollars; or (E) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its reasonable discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.03(a)(i2.22(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 Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its reasonable discretion; (iv) An Issuing Bank shall, subject to clauses (i), (ii), and (Biii) above, amend any Letter of Credit at the request of the Borrower if such Issuing Bank would be permitted at such time to honor drawings issue the Letter of Credit in its amended form under the terms hereof; provided, that if such Issuing Bank would not be permitted to issue the Letter of Credit in its amended form, it may amend such Letter of Credit so long as such amendment does not increase the amount of such Letter of Credit, extend the expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than seven Business Days prior to the Termination Date, or provide for an expiry date of such Letter of Credit more than twelve months after the date of such amendment, and further so long as the beneficiary of the Letter of Credit accepts the proposed amendment to the Letter of Credit. (v) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it; such Issuing Bank and the Issuing Bank Documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (iiA) provided to the Lenders severally agree Agent in Article VII with respect to participate any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued for by it or proposed to be issued by it and Issuing Bank Documents pertaining to such Letters of Credit as fully as if the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension term “Agent” as used in Article VII included such Issuing Bank with respect to any Letter of Creditsuch acts or omissions, (x) the Total Revolving Outstandings shall not exceed the Facility and (yB) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies as additionally provided herein with the conditions set forth in the proviso respect to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedsuch Issuing Bank.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to Issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars 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 Closing Date until 30 days before the Letter Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or its Subsidiaries, and to amend or extend any Letters of Credit previously issued to be denominated in a Committed Currency by it, reference to the Equivalent thereof in accordance with Section 2.03(a)(iDollars determined on the date of delivery of the applicable Notice of Issuance) and (ii), and (Bi) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree at such time; provided that no Letter of Credit shall have an expiration date later than five Business Days prior to participate the Termination Date of Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit issued for after giving effect to the account issuance of such Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect the beneficiary to any L/C Credit Extension with respect require renewal) later than five Business Days before the Termination Date applicable to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuing Bank. Within the foregoing limits, and subject limits referred to the terms and conditions hereofabove, the Borrower’s ability Borrower may from time to obtain time request the Issuance of Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.1(b).

Letters of Credit. Subject to the terms and conditions set forth hereinof this ----------------- Agreement, (i) each Issuing Bank agreesthe Revolving Credit Commitments may be utilized, upon the request of the Borrower, in reliance upon addition to the agreements Revolving Credit Loans provided for by Section 2.01(a) hereof, by the issuance by the Issuing Lender of the other Lenders set forth in Section 2.03letters of credit (collectively, (A"Letters of Credit") from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions for the account of the Borrower or any of its Subsidiaries----------------- Subsidiaries (as specified by the Borrower), and to amend or extend Letters provided that in no event shall (i) -------- the aggregate amount of all Letter of Credit previously issued by itLiabilities, together with the aggregate principal amount of the Revolving Credit Loans, exceed the aggregate amount of the Revolving Credit Commitments as in accordance with Section 2.03(a)(ieffect from time to time, (ii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $3,000,000 and (ii), iii) the expiration date of any Letter of Credit extend beyond the earlier of five Business Days prior to the Revolving Credit Commitment Termination Date and (B) to honor drawings under the date twelve months following the issuance of such Letter of Credit. Letters of Credit issued by it; and (ii) under the Lenders severally agree Existing Credit Agreement which are outstanding on the Amendment/Restatement Effective Date shall be deemed to participate in be Letters of Credit issued for under this Agreement on the Amendment/Restatement Effective Date. The following additional provisions shall apply to Letters of Credit: (a) The Borrower shall give the Administrative Agent at least three Business Days' irrevocable prior notice (effective upon receipt) specifying the Business Day (which shall be no later than 30 days preceding the Revolving Credit Commitment Termination Date) each Letter of Credit is to be issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby (including whether such Letter of Credit is to be a commercial letter of credit or a standby letter of credit). Upon receipt of any such notice, the Administrative Agent shall advise the Issuing Lender of the contents thereof. (b) On each day during the period commencing with the issuance by the Issuing Lender of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender's Revolving Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender (other than the Issuing Lender) agrees that, upon the issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in the Issuing Lender's liability under such Letter of Credit in an amount equal to such Lender's Revolving Credit Commitment Percentage of such liability, and each Revolving Credit Lender (other than the Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Lender to pay and discharge when due, its Revolving Credit Commitment Percentage of the Issuing Lender's liability under such Letter of Credit. (c) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify the Borrower or its Subsidiaries (through the Administrative Agent) of the amount to be paid by the Issuing Lender as a result of such demand and any L/C Borrowings thereunder; provided that after giving effect the date on which payment is to any L/C Credit Extension with be made by the Issuing Lender to such beneficiary in respect to of such demand. Notwithstanding the identity of the account party of any Letter of Credit, the Borrower hereby unconditionally agrees to pay and reimburse the Administrative Agent for account of the Issuing Lender for the amount of each demand for payment under such Letter of Credit that is in substantial compliance with the provisions of such Letter of Credit at or prior to the date on which payment is to be made by the Issuing Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. (xd) Forthwith upon its receipt of a notice referred to in paragraph (c) of this Section 2.03, the Total Borrower shall advise the Administrative Agent whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the Issuing Lender for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 4.05 hereof. (e) Each Revolving Outstandings Credit Lender (other than the Issuing Lender) shall pay to the Administrative Agent for account of the Issuing Lender at the Principal Office in Dollars and in immediately available funds, the amount of such Lender's Revolving Credit Commitment Percentage of any payment under a Letter of Credit upon notice by the Issuing Lender (through the Administrative Agent) to such Revolving Credit Lender requesting such payment and specifying such amount. Each such Revolving Credit Lender's obligation to make such payment to the Administrative Agent for account of the Issuing Lender under this paragraph (e), and the Issuing Lender's right to receive the same, shall be absolute and unconditional and shall not exceed be affected by any circumstance whatsoever, including, without limitation, the Facility and failure of any other Revolving Credit Lender to make its payment under this paragraph (y) e), the aggregate Outstanding Amount financial condition of the Advances Borrower (or any other account party), the existence of any Default or the termination of the Commitments. Each such payment to the Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Credit Lender shall default in its obligation to make any such payment to the Administrative Agent for account of the Issuing Lender, plus for so long as such default shall continue the Administrative Agent may at the request of the Issuing Lender withhold from any payments received by the Administrative Agent under this Agreement or any Note for account of such Revolving Credit Lender the amount so in default and, to the extent so withheld, pay the same to the Issuing Lender in satisfaction of such defaulted obligation. (f) Upon the making of each payment by a Revolving Credit Lender to the Issuing Lender pursuant to paragraph (e) above in respect of any Letter of Credit, such Lender shall, automatically and without any further action on the part of the Administrative Agent, the Issuing Lender or such Lender’s Pro Rata Share of , acquire (i) a participation in an amount equal to such payment in the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request Reimbursement Obligation owing to the Issuing Lender by the Borrower for hereunder and under the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed Documents relating to be such Letter of Credit and (ii) a representation participation in a percentage equal to such Lender's Revolving Credit Commitment Percentage in any interest or other amounts payable by the Borrower that hereunder and under such Letter of Credit Documents in respect of such Reimbursement Obligation (other than the L/C Credit Extension so requested complies with the conditions set forth in the proviso commissions, charges, costs and expenses payable to the preceding sentence. Within the foregoing limits, and subject Issuing Lender pursuant to the terms and conditions hereof, the Borrower’s ability to obtain Letters paragraph (g) of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.this Section 2.03

Letters of Credit. Subject to Each Issuing Bank severally, but not jointly, agrees, on the terms and conditions hereinafter set forth hereinforth, to issue (ior 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) each Issuing Bank agreesletters of credit denominated in Dollars (the “Letters of Credit”), in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing date hereof until 60 days before the Termination Date until in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateFacility at such time, 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) to honor drawings under the for all Letters of Credit issued by it; such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account 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 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 Subsidiaries 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 L/C Borrowings thereunderdate 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 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, (x) Credit in any event to be extended to a date later than 60 days before the Total Revolving Outstandings shall Termination Date. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofapplicable Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.01(b).

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) for the account of any Borrower from time to time on any Business Day during the period from the Closing Effective Date until 30 days before the Letter of Credit Expiration Date, Termination Date applicable to make L/C Credit Extensions such Issuing Bank in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to participate in require renewal) later than 10 Business Days before the final Termination Date. Within the limits referred to above, the Borrowers may from time to time request the issuance of 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 the account purposes of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that after giving effect any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to any L/C Credit Extension with respect the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to any a Letter of Credit, (x) shall include any renewal or extension thereof or amendment thereto that increases the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Available Amount of the Advances of any Lender, plus such Lenderthereof or otherwise materially increases an Issuing Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedobligations thereunder.

Letters of Credit. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon Each Letter of Credit shall be maintained for the agreements benefit of the other Lenders set forth in Section 2.03, SCE. (ii) Seller shall: (A) from time 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 time 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 any 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 during after the period from occurrence thereof (or the Closing Date until 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 Expiration Date, to make L/C Credit Extensions for the account any of the Borrower reasons set forth in such Letter of Credit or its Subsidiaries, and to amend or extend Letters of Credit previously issued accompanying draw certificate. (v) Cash proceeds received by it, in accordance with Section 2.03(a)(i) and (ii), and (B) to honor drawings under SCE from drawing upon the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed Project Security for Seller’s obligations to be a representation by SCE, and SCE shall have the Borrower that the L/C Credit Extension so requested complies with the conditions rights and remedies set forth in this Agreement with respect to such cash proceeds. (vi) In all cases, all costs associated with a Letter of Credit, including the proviso to the preceding sentence. Within the foregoing limitscosts and expenses of establishing, renewing, substituting, canceling, and subject to changing the terms and conditions hereof, the Borrower’s ability to obtain Letters amount of a Letter of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedborne by Seller.

Letters of Credit. (a) Subject to the terms and conditions set forth hereinof this Agreement, (i) each the Issuing Bank agreesBank, on behalf of the Lenders, and in reliance upon on the agreements of the other Lenders set forth in Section 2.032.15(c), (A) from time hereby agrees to time on any Business Day during the period from the Closing Date until issue one or more Letters of Credit up to an aggregate face amount equal to the Letter of Credit Expiration DateCommitment; provided, to make L/C Credit Extensions for however, that, except as described in the account last sentence of Section 4.3, the Borrower or its Subsidiaries, and to amend or extend Letters Issuing Bank shall not issue any Letter of Credit previously issued by itunless 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, in accordance with Section 2.03(a)(i) 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 honor drawings under the Letters Maturity Date). Each Letter of Credit issued by it; and (ii) shall be subject to, to the Lenders severally agree to participate in Letters of Credit issued for extent not inconsistent therewith, the account laws of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter State of Credit, (x) the Total Revolving Outstandings Georgia. The Issuing Bank shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of at any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance oftime be obligated to issue, or an amendment cause to increase the amount ofbe 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 representation Letter of Credit. At such time as the Administrative Agent shall be notified by the Borrower Issuing Bank that the L/C beneficiary under any Letter of Credit Extension so requested complies with has drawn on the conditions set forth 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 proviso 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, to 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, each Borrower hereby irrevocably requests the Lenders, and the Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 with respect to the preceding sentence. Within amounts of, the foregoing limitstiming 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 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 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 draw under a Letter of Credit pursuant to this Section 2.15 shall be subject to the terms and conditions hereofof Section 2.2(e). The obligation of each Lender to make payments to the Administrative Agent, for the account of the Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the gross negligence or willful misconduct of the Issuing Bank in paying such Letter of Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction). The Administrative Agent shall promptly remit to the Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (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 Administrative Agent, the Borrower’s ability Swing Bank may, at its option and subject to obtain the conditions set forth in Section 2.2(g) other than the 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 Credit. (e) Each Borrower agrees that each Advance by the 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. (f) 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 part of such Issuing Bank as determined by a final non-appealable judgment of a 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 or the Lenders for Advances made by them to the Issuing Bank on account of draws made under the Letters of Credit shall be fully revolvingabsolute, unconditional and irrevocable, and accordingly shall be paid strictly in accordance with the Borrower mayterms of this Agreement under all circumstances whatsoever, during including the foregoing period, obtain Letters 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 to replace Letters 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 transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of 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 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 expired 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 have been drawn upon 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 reimbursedall 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 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 Issuing Bank’s notice to the Lenders of Borrowers’ failure to pay; provided, however, that if Borrowers shall thereafter pay such expenses, the 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 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 apply to each Commercial Letter of Credit.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (ieach, a "Letter of Credit") each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower from time to time on any Business Day during the period from the Closing Date until five days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunderthe beneficiary to require renewal) later than the date that is 5 days before the Termination Date; provided that after giving effect any Letter of Credit which has an expiration date that is later than 5 days before the Termination Date or that provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if (i) the Borrower is not in default of the provisions of Section 2.07(d), or (ii) in the case of Letters of Credit that provide for automatic one-year extensions, the Issuing Bank has the unconditional right to prevent any L/C such automatic extension from taking place. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit Extension with respect under this Section 2.01(b), repay any advances resulting from drawings thereunder pursuant to any Section 2.03(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, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances provided than any renewal or replacement of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation issued by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and conditions hereofall similar terms, the Borrower’s ability when applied to obtain Letters a Letter of Credit Credit, shall be fully revolvinginclude any renewal, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired extension or that have been drawn upon and reimbursedamendment thereof.

Letters of Credit. Subject to (1) Upon the terms and subject to the conditions set forth hereinhereof, (i) each Issuing Bank agrees, in reliance upon the agreements Lender agrees to issue standby letters of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions credit for the account of the Borrower or any Domestic Subsidiary Borrower (the letters of credit 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 Subsidiariesdate 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 to amend or extend (D) an Issuing Lender shall be prohibited from issuing Letters of Credit previously 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 itsuch Issuing Lender and not reimbursed by the Borrower or the relevant Domestic Subsidiary Borrower on the date due as provided in this Section 2.26 and of any reimbursement payment required to be refunded to the 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 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, in accordance with Section 2.03(a)(iincluding (A) and (ii)any amendment or extension of any Letter of Credit, and (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 honor 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 if conditions to such payment 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 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 it; , in form and substance reasonably satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (ii) if any), the Lenders severally agree to participate in Letters expiration date, and the reference number of any Letter of Credit issued for outstanding at any time during such month, and showing the account aggregate amount (if any) 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 Borrower or its Subsidiaries and amount of a Letter of Credit at any L/C Borrowings thereundertime shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit that, (x) by its terms or the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances terms of any Lenderdocument related thereto, plus such Lender’s Pro Rata Share of provides for one or more automatic increases in the Outstanding Amount of all L/C Obligationsstated amount thereof, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any of such Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters maximum stated amount of such Letter of Credit shall be fully revolvingafter giving effect to all such increases, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired whether or that have been drawn upon and reimbursednot such maximum stated amount is in effect at such time.

Letters of Credit. Subject to (a) The Letter of Credit Facility. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to issue letters of credit (itogether with the Existing Letters of Credit, the "Letters of Credit") each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower specified by the Borrower from time to time on any Business Day during the period from the Closing date hereof until 10 days before the Termination Date until the Letter of Credit Expiration Date, to make L/C Credit Extensions (i) in an aggregate Available Amount 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) to honor drawings under the all Letters of Credit issued by it; such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment (or such greater amount as such Issuing Bank shall agree) and (ii) 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 severally agree to participate at such time 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 for if the account 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 Termination Date, and in all other cases, 10 days before the Termination Date and (B) (1) in the case of a Standby Letter of Credit, one year after the date of issuance thereof (but such Standby Letter of Credit may by its Subsidiaries 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 Paying Agent on or prior to any L/C Borrowings thereunderdate 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 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 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 (2) in the case of a Trade Letter of Credit, one year after the date of issuance thereof; 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 L/C Credit Extension with respect to any renewal) of such Standby Letter of Credit, Credit in any event to be extended to a date after the dates referred to in clause (xA) the Total Revolving Outstandings shall above. If either a Notice of Renewal is not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request given by the Borrower for or a Notice of Termination is given by the issuance ofrelevant Issuing Bank pursuant to the immediately preceding sentence, or an amendment to increase the amount of, any 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 relevant Issuing Bank may in its discretion, unless instructed to the contrary by the 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 be a representation by the Borrower that the L/C Credit Extension have been so requested complies with the conditions set forth in the proviso to the preceding sentencedelivered for all purposes under this Agreement. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the terms and conditions hereoflimits referred to above, the Borrower’s ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(c) and accordingly request the Borrower may, during the foregoing period, obtain issuance of additional Letters of Credit under this Section 2.16(a). The Borrower and any one Issuing Bank (the "Electronic Issuing Bank") may from time to replace 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 that have expired 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 that have been drawn 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 reimbursedduring 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. (a) Subject to the terms and conditions set forth hereinof this Agreement and so long as no Default or Event of Default has occurred and is continuing, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the Letter Revolving Credit Period, Lender agrees to issue irrevocable commercial and/or standby letters of Credit Expiration Date, to make L/C Credit Extensions credit for the account of Borrower and/or any Subsidiary (individually, a “Letter of Credit”, and collectively, “Letters of Credit”) in an amount and for the term specifically requested by Borrower by notice in writing to Lender at least two (2) Business Days prior to the requested issuance thereof; provided, however, that: (i) Borrower shall have executed and delivered to Lender a Letter of Credit Application with respect to such Letter of Credit; (ii) the term of any such Letter of Credit shall not extend beyond the earlier of (A) the date one (1) year after the date of issuance thereof, or (B) the last day of the Revolving Credit Period; (iii) any Letter of Credit may only be utilized to guaranty the payment of obligations of Borrower or its Subsidiaries, a Subsidiary to third parties; (iv) Total Revolving Credit Outstandings shall not as of any date exceed Lender’s Revolving Credit Commitment; and to amend or extend Letters (v) the text of any such Letter of Credit previously issued by itis provided to Lender no less than two (2) Business Days prior to the 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 Section 2.03(a)(ithe terms thereof and, in that connection, Lender shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and the related Letter of Credit 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 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 close of business of Lender on the day of such 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 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. (ii)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 (B) to honor drawings under payable quarterly, in arrears, on the Letters last day of Credit issued by iteach 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 Lenders severally agree to participate in contrary, if any Letters of Credit issued 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 Letter(s) of Credit to Lender for cancellation, or (ii) provide Lender with cash collateral (or other collateral acceptable to Lender in 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 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 term acceptable to Lender. Such amounts, including in the Borrower case of cash amounts invested in the manner set forth above, shall not be used by Lender to pay any amounts drawn or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect paid under or pursuant to any Letter of Credit, (x) 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 Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount payment of such of the Advances of other Borrower’s Obligations as Lender shall determine. Any amounts remaining in any Lender, plus such Lender’s Pro Rata Share of cash collateral account established pursuant to this Section 2.18(e) after the Outstanding Amount payment in full of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Obligations and the expiration or cancellation of all of the Letters of Credit shall be fully revolvingreturned to Borrower (after deduction of Lender’s reasonable expenses, 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 reimbursedif any).

Letters of Credit. Subject Each Issuing Bank agrees, subject to Section 2.19(d), on the terms and conditions set forth herein, to issue standby letters of credit (iincluding the Existing Letters of Credit, each, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of the other Lenders set forth in Section 2.03, (A) Borrower or any Subsidiary from time to time on any Business Day during the period from the Closing Date until 30 days before the Letter of Credit Expiration Date, to make L/C Credit Extensions Termination Date in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. Other than as specified on Schedule 2.01(b), no Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect the beneficiary to any L/C Credit Extension with respect to any Letter of Credit, require renewal) later than (x) the Total Revolving Outstandings shall not exceed date that is one year after the Facility date of issuance thereof and (y) except as provided in Section 2.03(a)(ii), 10 Business Days prior to the aggregate Outstanding Amount Termination Date. Within the limits of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any 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 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(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to be constitute a representation by the Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsissued hereunder, and subject 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 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth hereinforth, to issue multicurrency letters of credit (ieach, a “Letter of Credit”) each Issuing Bank agrees, in reliance upon for the agreements account of any Multicurrency Revolver Borrower under the other Lenders set forth in Section 2.03, (A) Multicurrency Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for all Letters of Credit not to exceed at any time the Letter of Credit Expiration DateSublimit, 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) to honor drawings under the Letters of Credit issued by it; and (ii) in an amount (by reference to the Lenders severally agree Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each Issuing Bank not to participate in Letters exceed the amount of such Issuing Bank’s Letter of Credit issued for Commitment at such time, (iii) in an amount (by reference to the account Equivalent thereof in Dollars determined on the date of delivery of the Borrower or its Subsidiaries applicable Notice of Issuance) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Multicurrency Revolving Credit Commitments of the Multicurrency Revolving Lenders at such time and any L/C Borrowings thereunder; provided that after giving effect (iv) issued to any L/C Credit Extension provide support with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount undertakings of the Advances of Company and/or any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s CommitmentSubsidiaries. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be in an amount equal to the Equivalent of $500,000 or more and may be denominated in any Multicurrency Committed Currency (or Alternative Currency, to the extent permitted under Section 1.13 hereof). No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place. Within the limits referred to above, any Multicurrency Revolver Borrower under the Multicurrency Revolving Credit Facility may request the issuance of Letters of Credit under this Section 2.01(e), repay any 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). If a Letter of Credit shall be requested on behalf of a Subsidiary that is not a Multicurrency Revolver Borrower hereunder, the Company shall have furnished to the Issuing Bank, in form and substance reasonably satisfactory to the Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Schedule 2.01(e) 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 a representation Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject a Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and conditions hereofall similar terms, the Borrower’s ability when applied to obtain Letters a Letter of Credit Credit, shall be fully revolvinginclude any renewal, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired extension or that have been drawn upon and reimbursedamendment thereof.

Letters of Credit. Subject (a) The Indenture Trustee shall be required to the terms and conditions set forth herein, draw on any Letter of Credit: (i) each Issuing Bank agreesin full (A) promptly, but in reliance upon any event within two Business Days after the agreements 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 the other Lenders institution issuing or confirming such Letter of Credit or lowered such rating to below “Prime-1” or “A+”, respectively; or (B) on the tenth Business Day prior to the stated expiry of such Letter of Credit in accordance with its terms, if the issuer of such Letter of Credit shall have notified the Indenture Trustee in writing of its intention to not renew or replace such Letter of Credit 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 amount of accrued and unpaid interest due on the Notes on such Reserve Account Transfer Date (including any interest which had accrued during the applicable Grace Period on the amount of interest due on the Payment Date related to such Reserve Account Transfer Date) plus an amount equal to the Fees Reserve Allowance and the Insurance Trustee Fees Reserve Allowance and less any amounts on 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 such drawing date); provided, however, that if no such Officer’s Certificate is received by the Indenture Trustee, the Indenture Trustee shall be required to draw on each Letter of Credit in full on the second Business Day prior to each Reserve Account Transfer Date related to any 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 such Reserve Account Transfer Date are insufficient to pay all accrued and unpaid interest due and payable on the Notes on the last Business Day of the Grace Period on which such funds are due; and (B) to the extent that more than one Letter of Credit is outstanding on any drawing date as set forth in Section 2.035.1(a)(ii)(A) above, (A) the Indenture Trustee shall, in relation to a drawing made under Section 5.1(a)(ii)(A), draw from time to time on any Business Day during the period from the Closing Date until the each such Letter of Credit Expiration Datein an amount which is equal to the pro rata portion (based on the then 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 if the institution issuing or confirming any Letter of Credit fails to make L/C pay any amount due under such Letter of Credit Extensions 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 manner specified in this subsection (B) for the account unpaid balance of amounts drawn under this Section 5.1(a)(ii). (b) The Indenture Trustee shall initially deposit all of the Borrower or its Subsidiaries, and to amend or extend Letters proceeds from any drawing under each Letter of Credit previously issued by it, into the Reserve Account. All withdrawals from the Reserve Account shall be made strictly in accordance with the provisions of Section 2.03(a)(i3.2 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 (ii)so long as, and (B) to honor drawings 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 Letters Registration Rights Agreement in respect of Credit issued by it; the Notes, the Indenture Trustee shall (at the written request of the Issuer) (i) upon the receipt of an Officer’s Certificate from the Issuer certifying to the 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 Lenders severally agree to participate knowledge of a Responsible Officer of the Indenture Trustee, no Default or Event of Default is in Letters effect or continuing, exchange the then current Letter of Credit issued for a new or replacement Letter of Credit in an amount (together with all amounts then on deposit in the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that Reserve Account after giving effect to any L/C 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 Extension with respect to any (or amend the existing Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) with an equivalent Letter of Credit so that the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, available under any Letter of Credit shall be deemed (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 representation result of the replacement of the Letter of Credit, as evidenced to the Indenture Trustee by the Borrower below mentioned Officer’s Certificate from the Issuer, (ii) each of the Rating Agencies reconfirms that the L/C then current rating of the Notes both before and after the replacement of the Letter of Credit Extension so requested complies is and will be not less than “Baa3” (in the case 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 Issuer shall submit a draft of any such replacement Letter of Credit to 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 such replacement Letter of Credit 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 the proviso this Indenture to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that such replacement have been drawn upon and reimbursedsatisfied.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter 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 Closing Effective Date until 30 days before the Letter of Credit Expiration Date, Termination Date applicable to make L/C Credit Extensions such Issuing Bank in an aggregate Available Amount (i) 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) to honor drawings under the all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; the beneficiary to require renewal) later than 10 Business Days before the final Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances Letters of any LenderCredit expiring after such Termination Date. Within the limits referred to above, plus such Lender’s Pro Rata Share the Borrower may from time to time request the issuance of the Outstanding Amount Letters of all L/C Obligations, shall not exceed such Lender’s CommitmentCredit under this Section 2.01(b). Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter letter of Credit credit listed on Schedule 2.01(b) shall be deemed to be constitute a representation by the Borrower that the L/C Letter of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limitsissued hereunder, and subject 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 and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedthis Agreement.

Letters of Credit. Subject During the Revolving Commitment Period, subject to the terms and conditions set forth hereinhereof, (i) each Issuing Bank agrees, in reliance upon agrees to issue or amend Letters of Credit for the agreements account of the other Lenders set forth in Section 2.03, Borrower or its Subsidiaries (A) from time to time provided that Borrower is an obligor on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Application submitted to make L/C the Issuing Bank in connection with any such Letter of Credit Extensions to be issued for the account of the Borrower any of Borrower’s Subsidiaries), 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) the aggregate amount up to honor drawings under but not exceeding the Letters Letter of Credit issued by itSublimit; and provided, (i) each Letter of Credit shall be denominated in an Agreed Currency; (ii) the Lenders severally 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 later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; or (y) be issued if such 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 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 participate 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 such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing seven (7) Business Days before the Non-Extension Notice date; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Defaulting Lender, plus including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Outstanding Amount Letter of all L/C ObligationsCredit Usage; provided, further, Issuing Bank shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment be under any obligation to increase the amount of, issue any Letter of Credit if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall be deemed by its terms purport to be a representation by enjoin or restrain the Borrower Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereofIssuing Bank refrain from, the Borrower’s ability to obtain Letters issuance of letters of credit generally or such Letter of Credit in particular or shall be fully revolving, and accordingly impose upon the Borrower may, during the foregoing period, obtain Letters 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 replace Letters it or (y) the issuance of such Letter of Credit that have expired would violate one or that have been drawn upon and reimbursedmore policies of the Issuing Bank applicable to letters of credit generally.

Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, (i) at any time and from time to time after the Closing Date and prior to the L/C Facility Maturity Date, each Issuing Bank Letter of Credit Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.033, (A) to issue from time to time on any Business Day during the period from the Closing Date until through the Letter of Credit Expiration Date, to make L/C Credit Extensions Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the primary obligor and signatory to the Letter of Credit Request, for the account of Holdings or its Subsidiariesany Restricted Subsidiary) letters of credit (the “Letters of Credit” and each, and to amend or extend a “Letter of Credit”), which Letters of Credit previously 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 (or with respect to any letter of Credit Issuer, exceed such Letter 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 the in effect; (iii) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance thereof (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 Administrative Agent, the Letter of Credit Issuer and, unless the Letter of Credit has been Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Letter of Credit Issuer), the Revolving Credit Lenders; (iv) the Letter of Credit shall be denominated in Dollars; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by a Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of 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 accordance with the provisions of Section 13.1. (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the 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 any obligation to issue any Letter of Credit 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 issuing such Letter of Credit, or any law applicable to such Letter of Credit Issuer or any request or directive (whether or not having the force of law) 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 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 Section 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 2.03(a)(i2.16. (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 (ii)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) to honor drawings under the Letters of Credit issued by it; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; as additionally provided that after giving effect to any L/C Credit Extension herein with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding Amount of the Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedIssuer.

Letters of Credit. Subject to Each Issuing Bank agrees, on the terms and conditions hereinafter set forth herein, (i) each Issuing Bank agreesforth, in reliance upon the agreements of the other Lenders set forth in Section 2.03this Agreement, to issue letters of credit (Aeach, a “Letter of Credit”) denominated in Dollars 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 Closing Date until 30 days before the Letter Termination Date of Credit Expiration Date, to make L/C Credit Extensions for the account such Issuing Bank in an aggregate Available Amount (based in respect of the Borrower or its Subsidiaries, and to amend or extend any Letters of Credit previously issued to be denominated in a Committed Currency by it, reference to the Equivalent thereof in accordance with Section 2.03(a)(iDollars determined on the date of delivery of the applicable Notice of Issuance) and (ii), and (Bi) to honor drawings under the for all Letters of Credit issued by it; each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit issued for the account shall have an expiration date (including all rights of the Borrower or its Subsidiaries and any L/C Borrowings thereunder; the beneficiary to require renewal) later than five Business Days before the Termination Date of such Issuing Bank, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to any L/C Credit Extension with respect to any Letter of Creditsuch issuance, (x) the Total Revolving Outstandings shall not exceed the Facility and (y) the aggregate Outstanding 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 Advances of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter Letters of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceexpiring after such Termination Date. Within the foregoing limits, and subject limits referred to the terms and conditions hereofabove, the Borrower’s ability Borrower may from time to obtain time request the issuance of Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedunder this Section 2.1(b).

Letters of Credit. Subject The Issuing Banks, the Banks and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions set forth hereinof, (i) each this Agreement. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (collectively, the “Letters of Credit”, and each a “Letter of Credit”) for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance upon on the agreements of the other Lenders set forth in Banks pursuant to Section 2.03, (A) from time to time on any Business Day during the period from the Closing Effective Date until the Letter earlier of Credit Expiration Date, to make L/C Credit Extensions (y) the Termination Date for all 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) Banks and (ii), and z) five (B5) Business Days prior to honor drawings under the latest Stated Termination Date for any Bank in an aggregate Available Amount (i) for all Letters of Credit issued by it; and the Issuing Banks not to exceed at any time the aggregate Letter of Credit Commitments at such time minus all Letter of Credit Advances outstanding at such time, (ii) the Lenders severally agree to participate in for all Letters of Credit issued by any Issuing Bank, not to exceed at any time the Letter of Credit Commitment of such Issuing Bank at such time minus all Letter of Credit Advances owed to such Issuing Bank outstanding at such time (or such greater amount as such Issuing Bank shall approve), and (iii) for each such Letter of Credit not to exceed an amount equal to the account Unused Revolving Credit Commitments of the Borrower or its Subsidiaries and any L/C Borrowings thereunderBanks at such time; provided provided, however, that after giving effect no Issuing Bank shall be required to any L/C Credit Extension with respect to any issue a Letter of Credit, (x) Credit if any Bank is a Defaulting Bank or Potential Defaulting Bank unless the Total Revolving Outstandings shall Borrower has deposited cash collateral to the extent required under Section 2.06(c)(ii). If the Stated Termination Date for all Banks is not exceed the Facility same and (y) the aggregate Outstanding Available Amount of the Advances Letters of Credit that have an expiration date later than the Stated Termination Date for any LenderNon-Extending Bank will exceed the Unused Revolving Credit Commitments as of such Stated Termination Date, plus then the Borrower shall grant a first priority perfected security interest in, and deliver to (A) each Issuing Bank that is an Extending Bank, for such LenderIssuing Bank’s sole benefit, an amount in Dollars and in same day funds equal to each applicable Non-Extending Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter outstanding Letters of Credit shall be deemed issued by such Issuing Bank, to be a representation held as cash collateral by such Issuing Bank under the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, sole control and dominion of such Issuing Bank and subject to the terms of this Agreement and conditions hereof(B) any Issuing Bank that is a Non-Extending Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to the Borrower’s ability to obtain Available Amount of all outstanding Letters of Credit shall be fully revolvingissued by such Issuing Bank (but without duplication of amounts, and accordingly the Borrower mayif any, during the foregoing period, obtain delivered in respect of such Letters of Credit pursuant to replace Section 2.01(b)(iii)(A)), to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the terms of this Agreement. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit that have expired or that have been drawn upon under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder and reimbursedrequest the issuance of additional Letters of Credit under this Section 2.01(b).