Common use of Synthetic Letters of Credit Clause in Contracts

Synthetic Letters of Credit. During the Synthetic LC Commitment Period, subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the aggregate Synthetic Letter of Credit Limit; provided, (i) each Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extension.

Synthetic Letters of Credit. During By the Synthetic LC Commitment Period, subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the aggregate Synthetic Letter of Credit Limit; provided, (i) each Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial a Synthetic Letter of Credit (1or an amendment to a Synthetic Letter of Credit increasing the amount thereof) have an expiration date later than and without any further action on the earlier part of (A) the tenth Business Day prior Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Synthetic L/C Lender, and each Synthetic L/C Lender hereby acquires from the Issuing Bank, a participation in such Synthetic Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate Dollar Equivalent amount available to be drawn under such Synthetic Letter of Credit. In consideration and in furtherance of the foregoing, each Synthetic L/C Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in dollars, for the account of the Issuing Bank, such Lender’s Applicable Percentage of the Dollar Equivalent amount of each Synthetic LC Commitment Termination Date L/C Disbursement made by the Issuing Bank and (B) not reimbursed by the Borrower on the date which due as provided in paragraph (f)(i) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that each such payment obligations of a Synthetic Lender shall be funded solely from amounts on deposit in its Credit Linked Account as provided in subparagraph (e)(i)(C)(1) of this Section. Each Synthetic L/C Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Synthetic Letters of Credit is 180 days from the date absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of issuance of such commercial any Synthetic Letter of Credit or (2) the occurrence and continuance of a Default or reduction or termination of the Synthetic L/C Commitments, and that each such payment shall be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoingmade without any offset, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one abatement, withholding or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extensionreduction whatsoever.

Synthetic Letters of Credit. During the (a) The Synthetic LC Commitment PeriodIssuing Bank agrees, subject to on the terms and conditions hereofhereinafter set forth, Synthetic LC Issuing Bank agrees to issue (or cause any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (each a “Synthetic Letters Letter of Credit Credit”) in Dollars or any Available Foreign Currency for the account of Borrower in EnergySolutions or any of its Subsidiaries from time to time on any Business Day during the aggregate amount up to but not exceeding period from the aggregate Synthetic Facility Availability Date until 5 days before the Synthetic Letter of Credit LimitMaturity Date; providedprovided that the Synthetic Issuing Bank shall not be permitted or required to issue any Synthetic Letter of Credit or increase the Available Amount of any existing Synthetic Letter of Credit if, after giving effect thereto, (i) each the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the Synthetic Facility Available Amount or (ii) the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the amount on deposit in the Synthetic Deposit Account. No Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1i) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from after the date of issuance of any such standby thereof, or (ii) five (5) days before the Synthetic Letter of Credit; Credit Maturity Date, but may by its terms be renewable annually upon written notice (a “Synthetic Notice of Renewal”) given to the Synthetic Issuing Bank that issued such Synthetic Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Synthetic Letter of Credit but in any event at least 10 Business Days prior to the date of the proposed renewal of such Synthetic Letter of Credit and upon fulfillment of the applicable conditions set forth in Article 3 unless the Synthetic Issuing Bank has notified EnergySolutions (vwith a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in no such Synthetic Letter of Credit but in any event shall any commercial at least 5 Business Days prior to the date of automatic renewal of its election not to renew such Synthetic Letter of Credit (1) have an expiration date later than a “Synthetic Notice of Termination”); provided that the earlier terms of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial each Synthetic Letter of Credit or that is automatically renewable annually shall (2x) be issued if such commercial require the Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any issued such Synthetic Letter of Credit if it has received written to give the beneficiary named in such Synthetic Letter of Credit notice that an Event of Default has occurred any Synthetic Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Synthetic Letter of Credit prior to the date such Synthetic Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Synthetic Letter of Credit in any event to be extended to a date later than 5 days before the Term Loan Maturity Date. If either a Synthetic Notice of Renewal is continuing at not given by EnergySolutions or a Synthetic Notice of Termination is given by the time Synthetic LC Issuing Bank must elect pursuant to allow the immediately preceding sentence, such extension.Synthetic Letter of Credit shall expire on the date on which it otherwise would have been automatically

Synthetic Letters of Credit. During In addition, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the First Amendment Effective Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that one or more Synthetic LC Commitment Period, subject Letter of Credit Lenders issue Synthetic Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definition of Standby Letters of Credit. Subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for this Agreement and in reliance upon the account representations and warranties of Borrower in the aggregate amount up to but not exceeding the aggregate herein set forth, any one or more Synthetic Letter of Credit LimitLenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letter of Credit in accordance with the provisions of this subsection 3.1; provided, (i) each provided that Borrower shall not request that any Synthetic Letter of Credit shall be denominated in Dollars; Lender issue (ii) the stated amount of each and no Synthetic Letter of Credit Lender shall not be less than $50,000 or such lesser amount as is acceptable to issue): (a) any Synthetic LC Issuing Bank; (iii) Letter of Credit if, after giving effect to such issuance, in no event shall the Total Utilization of Synthetic LC Usage Letter of Credit Commitments would exceed the lesser of (1) the Synthetic Letter of Credit Limit; Commitments then in effect and (iv2) in no event shall the aggregate amount of the Credit-Linked Deposits outstanding at such time; (b) any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have having an expiration date later than the earlier of (1) the tenth Business Day ten days prior to the Synthetic LC Revolving Loan Commitment Termination Date or and (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than provided that the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or immediately preceding clause (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC shall not prevent any Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree Lender from agreeing that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless such Synthetic LC Letter of Credit Issuing Bank Lender elects not to extend for any such additional period; and provided, further, that such Synthetic LC Letter of Credit Issuing Bank Lender shall elect not to extend any such Synthetic Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Synthetic LC Letter of Credit Issuing Bank Lender must elect whether or not to allow such extension; (c) any Synthetic Letter of Credit issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the bankruptcy Code); or (d) any Synthetic Letter of Credit denominated in a currency other than Dollars.". D. Subsection 3.1B(iii) of the Credit Agreement is hereby amended (i) by deleting the word "and" immediately before clause (b) of such subsection and inserting a semicolon in lieu thereof and (ii) by inserting immediately before the period at the end thereof the following text:

Synthetic Letters of Credit. During the Synthetic LC Commitment Period, subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the aggregate Synthetic Letter of Credit LimitLC Commitments; provided, (i) each Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the amount in the Synthetic Letter of Credit LimitLC Deposit Account; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1) the tenth second Business Day prior to the Synthetic LC Commitment Termination Date or and (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1x) have an expiration date later than the earlier of (A1) the tenth second Business Day prior to the Synthetic LC Commitment Termination Date and (B2) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2y) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extension.

Synthetic Letters of Credit. During (a) Subject to the terms and conditions hereof, including the satisfaction of those conditions in Section 5.3, from time to time on any Business Day occurring from and after the Restatement Effective Date until the date which is thirty days prior to the Stated Maturity Date in respect of Synthetic Revolving Loans, upon the request of the Cayman Borrower, the applicable Synthetic LC Issuer will: (i) issue one or more standby letters of credit, substantially in the form of Exhibit A-2-I hereto, together with such changes as may be acceptable to the applicable Issuing Bank (each, a “Synthetic Letter of Credit”), for the account of the Cayman Borrower in the Stated Amount requested by the Cayman Borrower on such Business Day and otherwise permitted hereunder; (ii) extend the Stated Expiry Date of an existing Synthetic Letter of Credit previously issued hereunder; or (iii) increase the Stated Amount of an existing Synthetic Letter of Credit previously issued hereunder in amounts requested by the Cayman Borrower and otherwise permitted hereunder; provided that this Section 2.1.5(a) shall not be construed to impose an obligation upon such Synthetic LC Issuer to issue any Synthetic Letter of Credit that is inconsistent with the terms and conditions of this Agreement. (b) The Stated Expiry Date of each Synthetic Letter of Credit shall be the earlier of (i) the date that is one year after the date of the issuance of such Synthetic Letter of Credit and (ii) the date that is five Business Days prior to the Stated Maturity Date in respect of Synthetic Letters of Credit, unless such Synthetic Letter of Credit expires by its terms on an earlier date; provided, however, that a Synthetic Letter of Credit may, upon the request of the Cayman Borrower, include a provision whereby such Synthetic Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Stated Maturity Date in respect of Synthetic Letters of Credit) unless the applicable Synthetic LC Issuer notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Synthetic Letter of Credit will not be renewed. (c) Notwithstanding anything to the contrary contained in this Section 2.1.5, none of the Synthetic LC Issuers shall be permitted or required to issue any Synthetic Letter of Credit or increase the Stated Amount of any Synthetic Letter of Credit if, after giving effect thereto, (i) the aggregate Synthetic Letter of Credit Outstandings would exceed the Synthetic LC Available Amount, (ii) the aggregate Synthetic Revolving Credit Exposure would exceed the Synthetic Revolving Loan Commitment PeriodAmount or (iii) any Default or Event of Default has occurred and is continuing. (d) Within the foregoing limits, and subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees the Cayman Borrower’s ability to issue obtain Synthetic Letters of Credit for shall be fully revolving, and accordingly, the account of Cayman Borrower in the aggregate amount up to but not exceeding the aggregate may obtain Synthetic Letter Letters of Credit Limit; provided, (i) each to replace Synthetic Letter Letters of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 that have expired or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank that have an expiration date later than the earlier of (1) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; been drawn upon and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extensionreimbursed.

Synthetic Letters of Credit. During the (a) The Synthetic LC Commitment PeriodIssuing Bank agrees, subject to on the terms and conditions hereofhereinafter set forth, Synthetic LC Issuing Bank agrees to issue (or cause any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (each a “Synthetic Letters Letter of Credit Credit”) in Dollars for the account of Borrower in EnergySolutions or any of its Subsidiaries from time to time on any Business Day during the aggregate amount up to but not exceeding period from the aggregate Synthetic Facility Availability Date until 5 days before the Synthetic Letter of Credit LimitMaturity Date; providedprovided that the Synthetic Issuing Bank shall not be permitted or required to issue any Synthetic Letter of Credit or increase the Available Amount of any existing Synthetic Letter of Credit if, after giving effect thereto, (i) each the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the Synthetic Facility Available Amount or (ii) the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the amount on deposit in the Synthetic Deposit Account. No Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1i) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from after the date of issuance of any such standby thereof, or (ii) five (5) days before the Synthetic Letter of Credit; Credit Maturity Date, but may by its terms be renewable annually upon written notice (a “Synthetic Notice of Renewal”) given to the Synthetic Issuing Bank that issued such Synthetic Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Synthetic Letter of Credit but in any event at least 10 Business Days prior to the date of the proposed renewal of such Synthetic Letter of Credit and upon fulfillment of the applicable conditions set forth in Article 3 unless the Synthetic Issuing Bank has notified EnergySolutions (vwith a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in no such Synthetic Letter of Credit but in any event shall any commercial at least 5 Business Days prior to the date of automatic renewal of its election not to renew such Synthetic Letter of Credit (1) have an expiration date later than a “Synthetic Notice of Termination”); provided that the earlier terms of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial each Synthetic Letter of Credit or that is automatically renewable annually shall (2x) be issued if such commercial require the Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any issued such Synthetic Letter of Credit to give the beneficiary named in such Synthetic Letter of Credit notice of any Synthetic Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Synthetic Letter of Credit prior to the date such Synthetic Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Synthetic Letter of Credit in any event to be extended to a date later than 5 days before the Term Loan Maturity Date. If either a Synthetic Notice of Renewal is not given by EnergySolutions or a Synthetic Notice of Termination is given by the Synthetic Issuing Bank pursuant to the immediately preceding sentence, such Synthetic Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed. Within the limits of the Synthetic Facility Available Amount, and subject to the limits referred to above, EnergySolutions may request the issuance of Synthetic Letters of Credit under this Section 2.17(a) and request the issuance of additional Synthetic Letters of Credit under this Section 2.17(a). (b) Schedule 2.17(b) contains a description of certain letters of credit issued for the account of EnergySolutions and/or one or more of its Subsidiaries and outstanding on the Second Amendment Effective Date. Each such letter of credit, including any extension or renewal thereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”) shall constitute a “Synthetic Letter of Credit” for all purposes of this Agreement issued on the Second Amendment Effective Date. In addition, on (i) any date after the Second Amendment Effective Date on which any financial institution or other Person becomes a Lender hereunder, with the consent of EnergySolutions, the Administrative Agent and such Lender, any letters of credit issued by such Lender for the account of EnergySolutions and/or one or more of its Subsidiaries may be designated as Existing Letters of Credit (ii) the date of deposit of Synthetic Deposits into the Synthetic Account pursuant to Section 2.16(b)(i), any Revolving Letters of Credit (such letters of credit, the “Rollover Letters of Credit”) may be designated by EnergySolutions as Existing Letters of Credit and, in each case, if any such letters of credit are so designated, Schedule 2.17(b) shall be deemed amended to include same and same shall constitute “Synthetic Letters of Credit” for all purposes of this Agreement, issued on the date of such designation. Any Lender hereunder to the extent it has received written notice that issued a Rollover Letter of Credit or an Event Existing Letter of Default has occurred and is continuing at the time Credit shall constitute a “Synthetic LC Issuing Bank must elect to allow such extensionBank” for all purposes of this Agreement.

Synthetic Letters of Credit. During the (a) The Synthetic LC Commitment PeriodIssuing Bank agrees, subject to on the terms and conditions hereofhereinafter set forth, Synthetic LC Issuing Bank agrees to issue (or cause any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (each a “Synthetic Letters Letter of Credit Credit”) in Dollars or any Available Foreign Currency for the account of Borrower in EnergySolutions or any of its Subsidiaries from time to time on any Business Day during the aggregate amount up to but not exceeding period from the aggregate Synthetic Facility Availability Date until 5 days before the Synthetic Letter of Credit LimitMaturity Date; providedprovided that the Synthetic Issuing Bank shall not be permitted or required to issue any Synthetic Letter of Credit or increase the Available Amount of any existing Synthetic Letter of Credit if, after giving effect thereto, (i) each the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the Synthetic Facility Available Amount or (ii) the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the amount on deposit in the Synthetic Deposit Account. No Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1i) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from after the date of issuance of any such standby thereof, or (ii) five (5) days before the Synthetic Letter of Credit; Credit Maturity Date, but may by its terms be renewable annually upon written notice (a “Synthetic Notice of Renewal”) given to the Synthetic Issuing Bank that issued such Synthetic Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Synthetic Letter of Credit but in any event at least 10 Business Days prior to the date of the proposed renewal of such Synthetic Letter of Credit and upon fulfillment of the applicable conditions set forth in Article 3 unless the Synthetic Issuing Bank has notified EnergySolutions (vwith a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in no such Synthetic Letter of Credit but in any event shall any commercial at least 5 Business Days prior to the date of automatic renewal of its election not to renew such Synthetic Letter of Credit (1) have an expiration date later than a “Synthetic Notice of Termination”); provided that the earlier terms of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial each Synthetic Letter of Credit or that is automatically renewable annually shall (2x) be issued if such commercial require the Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any issued such Synthetic Letter of Credit to give the beneficiary named in such Synthetic Letter of Credit notice of any Synthetic Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Synthetic Letter of Credit prior to the date such Synthetic Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Synthetic Letter of Credit in any event to be extended to a date later than 5 days before the Term Loan Maturity Date. If either a Synthetic Notice of Renewal is not given by EnergySolutions or a Synthetic Notice of Termination is given by the Synthetic Issuing Bank pursuant to the immediately preceding sentence, such Synthetic Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed. Within the limits of the Synthetic Facility Available Amount, and subject to the limits referred to above, EnergySolutions may request the issuance of Synthetic Letters of Credit under this Section 2.17(a) and request the issuance of additional Synthetic Letters of Credit under this Section 2.17(a). (b) Schedule 2.17(b) contains a description of certain letters of credit issued for the account of EnergySolutions and/or one or more of its Subsidiaries and outstanding on the Second Amendment Effective Date. Each such letter of credit, including any extension or renewal thereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”) shall constitute a “Synthetic Letter of Credit” for all purposes of this Agreement issued on the Second Amendment Effective Date. In addition, on (i) any date after the Second Amendment Effective Date on which any financial institution or other Person becomes a Lender hereunder, with the consent of EnergySolutions, the Administrative Agent and such Lender, any letters of credit issued by such Lender for the account of EnergySolutions and/or one or more of its Subsidiaries may be designated as Existing Letters of Credit (ii) the date of deposit of Synthetic Deposits into the Synthetic Account pursuant to Section 2.16(b)(i), any Revolving Letters of Credit (such letters of credit, the “Rollover Letters of Credit”) may be designated by EnergySolutions as Existing Letters of Credit and, in each case, if any such letters of credit are so designated, Schedule 2.17(b) shall be deemed amended to include same and same shall constitute “Synthetic Letters of Credit” for all purposes of this Agreement, issued on the date of such designation. Any Lender hereunder to the extent it has received written notice that issued a Rollover Letter of Credit or an Event Existing Letter of Default has occurred and is continuing at the time Credit shall constitute a “Synthetic LC Issuing Bank must elect to allow such extensionBank” for all purposes of this Agreement.

Synthetic Letters of Credit. During (a) From time to time on any Business Day occurring from the Closing Date but thirty days prior to the Synthetic LC Commitment PeriodFacility Maturity Date, subject the Synthetic Letter of Credit Issuer agrees that it will, to the terms and conditions hereof, extent requested by the Borrower, (i) issue one or more letters of credit (its “Synthetic LC Issuing Bank agrees to issue Synthetic Letters Letter of Credit Credit”) for the account of the Borrower or any Subsidiary Guarantor in the aggregate amount up to but not exceeding Stated Amount requested by the aggregate Borrower on such day; or (ii) extend the Stated Expiry Date of an existing Synthetic Letter of Credit Limit; provided, (i) previously issued hereunder. The Stated Expiry Date of each Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier to occur of (1x) the tenth five Business Day prior to Days before the Synthetic LC Commitment Termination Facility Maturity Date or and (2y) the date which is one year from the date of such issuance or extension. Any Synthetic Letter of Credit may provide for automatic renewal thereof for additional periods of up to 12 months so long as no Synthetic Letter of Credit will, in any event, have a Stated Expiry Date that is later than five Business Days before the Synthetic Facility Maturity Date. The Synthetic Letter of Credit Issuer shall not be permitted or required to issue any Synthetic Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the Synthetic Facility Available Amount or (ii) the sum of the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the amount on deposit in the Synthetic Deposit Account. (b) Schedule III contains a description of certain letters of credit and issued for the account of the Borrower and/or one or more of its Subsidiaries and outstanding on the Closing Date. Each such standby letter of credit, including any extension or renewal thereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”) shall constitute a “Synthetic Letter of Credit; ” for all purposes of this Agreement, issued, for purposes of clause (a) of Section 2.6, on the Closing Date. In addition, on any date after the Closing Date on which any financial institution or other Person becomes a Lender hereunder, with the consent of the Borrower, the Administrative Agent and such Lender, any letters of credit issued by such Lender for the account of the Borrower and/or one or more of its Subsidiaries may be designated as Existing Letters of Credit (vso long as such letters of credit satisfy the requirements of Section 2.6 at such time), and if any such letters of credit are so designated, Schedule III shall be deemed amended to include same and same shall constitute “Synthetic Letters of Credit” for all purposes of this Agreement, issued, for purposes of clause (a) in no event shall any commercial Synthetic of Section 2.6, on the date of such designation. Any Lender hereunder to the extent it has issued an Existing Letter of Credit (1) have an expiration date later than that is to remain outstanding on the earlier Closing Date shall constitute a “Synthetic Issuer” for all purposes of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extensionthis Agreement.

Synthetic Letters of Credit. During In addition, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the First Amendment Effective Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that one or more Synthetic LC Commitment Period, subject Letter of Credit Lenders issue Synthetic Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definition of Standby Letters of Credit. Subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for this Agreement and in reliance upon the account representations and warranties of Borrower in the aggregate amount up to but not exceeding the aggregate herein set forth, any one or more Synthetic Letter of Credit LimitLenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letter of Credit in accordance with the provisions of this subsection 3.1; provided, (i) each provided that Borrower shall not request that any Synthetic Letter of Credit shall be denominated in Dollars; Lender issue (ii) the stated amount of each and no Synthetic Letter of Credit Lender shall not be less than $50,000 or such lesser amount as is acceptable to issue): (a) any Synthetic LC Issuing Bank; (iii) Letter of Credit if, after giving effect to such issuance, in no event shall the Total Utilization of Synthetic LC Usage Letter of Credit Commitments would exceed the lesser of (1) the Synthetic Letter of Credit Limit; Commitments then in effect and (iv2) in no event shall the aggregate amount of the Credit-Linked Deposits outstanding at such time; (b) any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have having an expiration date later than the earlier of (1) the tenth Business Day ten days prior to the Synthetic LC Revolving Loan Commitment Termination Date or and (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than provided that the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or immediately preceding clause (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC shall not prevent any Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree Lender from agreeing that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless such Synthetic LC Letter of Credit Issuing Bank Lender elects not to extend for any such additional period; and provided, further, that such Synthetic LC Letter of Credit Issuing Bank Lender shall elect not to extend any such Synthetic Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Synthetic LC Letter of Credit Issuing Bank Lender must elect whether or not to allow such extension; (c) any Synthetic Letter of Credit issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the bankruptcy Code); or (d) any Synthetic Letter of Credit denominated in a currency other than Dollars.".

Synthetic Letters of Credit. During (a) On the Effective Date, without any further action on the part of the Administrative Agent or the Lenders, the Issuer hereby grants to each Synthetic LC Commitment PeriodL/C Lender with a Credit-Linked Deposit, subject to and each such Lender with a Credit-Linked Deposit hereby acquires from the terms and conditions hereofIssuer, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for the account of Borrower a participation in the aggregate amount up to but not exceeding the aggregate Synthetic Letter of Credit Limit; provided, (i) each Synthetic Letter of Credit equal to such Lender’s Ratable Portion of the aggregate amount available to be drawn under such Synthetic Letter of Credit. The aggregate purchase price for the participations of each Synthetic L/C Lender in Synthetic Letters of Credit shall equal the amount of the Credit-Linked Deposit of such Lender. Each Synthetic L/C Lender, severally and not jointly, agrees to pay to the Administrative Agent its Credit-Linked Deposit in Euro in full on the Effective Date. If the Issuer shall not have received from the applicable Borrower the payment required to be made by clause (c) below within the time specified in this Section 2.5, the Issuer will promptly notify each Synthetic L/C Lender of such Synthetic L/C Disbursement and its Ratable Portion thereof. Each Synthetic L/C Lender hereby absolutely and unconditionally agrees that if the Issuer makes a Synthetic L/C Disbursement which is not reimbursed by the applicable Borrower on the date due pursuant to clause (c) below, or is required to refund any reimbursement payment in respect of any Synthetic L/C Disbursement to the applicable Borrower for any reason, the Administrative Agent shall reimburse the Issuer in Euros for the amount of such Synthetic L/C Disbursement, ratably as among the applicable Lenders in accordance with their Ratable Portion of the Total Credit-Linked Deposit, from such Lender’s Credit-Linked Deposit. Any such payment made from the Credit-Linked Deposit Account pursuant to the preceding sentence to reimburse the Issuer for any Synthetic L/C Disbursement shall not constitute a Loan and shall not release the applicable Borrower from its obligation to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount paid from the Credit-Linked Deposit Account with respect to such Synthetic L/C Disbursement, and such payment shall be denominated deposited by the Administrative Agent in Dollars; Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. the Credit-Linked Deposit Account to be added to the Credit-Linked Deposits of the Synthetic L/C Lenders in accordance with their Ratable Portion. Each Synthetic L/C Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Synthetic Letters of Credit pursuant to this clause (a) is unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the return of the Credit Linked Deposits, and that such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Synthetic L/C Lender irrevocably authorizes the Administrative Agent to apply amounts of its Credit-Linked Deposit as provided in this clause (a). Without incurring any additional obligations hereunder, each Synthetic L/C Lender grants to the Administrative Agent for the benefit of the Issuer a security interest in and Lien on such Lender’s Ratable Portion of the Total Credit-Linked Deposit, together with all proceeds thereof, as security for such Lender’s obligation to reimburse the Issuer in accordance with the terms hereof. Each Agent and each Lender agrees that (i) the Administrative Agent, as holder of the Credit-Linked Deposit, is appointed and shall act as collateral agent for Issuer in connection with the security interest granted to the Issuer pursuant to this clause (a), (ii) the stated amount Issuer will be issuing, amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Ratable Portion of the Total Credit-Linked Deposit to discharge such Lender’s obligations in accordance with this Section 2.5 and (iii) all rights of banker’s lien, set-off or counterclaim of each Agent and Lender with respect the monies in the Credit-Linked Deposit Account are expressly subordinated to the reimbursement rights of the Administrative Agent under this clause (a). (b) The Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Synthetic Letter of Credit Credit. The Issuer shall not be less than $50,000 as promptly as possible give written notice (or in such lesser amount other written or electronic form as is acceptable to the Issuer), to the applicable Borrower of such demand for payment and whether the Issuer has made or will make a Synthetic LC Issuing BankL/C Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the Issuer and the applicable Lenders in the manner set forth in Section 2.4(h) with respect to any such Synthetic L/C Disbursement. The Administrative Agent shall promptly give each Lender notice thereof. (c) The Credit-Linked Deposits shall be held by the Administrative Agent in the Credit-Linked Deposit Account. The Credit-Linked Deposit Account shall be a Deposit Account at the Credit-Linked Deposit Bank in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent and no party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth herein. Notwithstanding any provision in this Agreement to the contrary, the sole funding obligation of each Synthetic L/C Lender in respect of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit on the Effective Date, subject in each case to Section 11.14. (i) Each of the Borrowers, the Administrative Agent, the Issuer, the Credit-Linked Deposit Bank and each Lender having a Credit-Linked Deposit hereby acknowledges and agrees that each Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by this Section 2.5 and that the Administrative Agent shall invest the Credit-Linked Deposits so as to use its Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. reasonable efforts to earn a rate of return on the principal outstanding amount of the Total Credit-Linked Deposits (except during periods when such Credit-Linked Deposits, or funds advanced by the Administrative Agent against such Credit-Linked Deposits, are used to cover unreimbursed Synthetic L/C Disbursements) equal to such rate for one month EURIBOR deposits (the “Benchmark EURIBOR Rate”) and (without limiting the express obligations of each party hereto) at its sole risk. Any such interest so accrued on Credit-Linked Deposits (the “Credit-Linked Deposit Account Interest”) will be paid to the Synthetic L/C Lenders by the Administrative Agent on each Credit-Linked Deposit Account Interest Payment Date. (ii) The Borrowers shall have no right, title or interest in or to the Credit-Linked Deposits and no obligations with respect thereto (except for the Synthetic L/C Reimbursement Obligations provided in this Section 2.5), it being acknowledged and agreed by the parties hereto that the making of the Credit-Linked Deposits by the Lenders, the provisions of this clause (c) and the application of the Credit-Linked Deposits in the manner contemplated by this Section 2.5 constitute agreements among the Administrative Agent, the Issuer, the Credit-Linked Deposit Bank and each Synthetic L/C Lender with respect to the funding obligations of each Synthetic Lender in respect of its participation in Synthetic Letters of Credit and do not constitute any loan or extension of credit to such Borrower. The Credit-Linked Deposits shall not be the property of any Loan Party or constitute “Collateral” under any Loan Document or otherwise be available in any manner to satisfy any Obligation of any Loan Party. (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier of (1) the tenth Business Day prior to the Synthetic LC Commitment Termination Date or (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoingapplicable Borrower’s compliance with the cash-collateralization requirements set forth herein, the Administrative Agent shall return any remaining Credit-Linked Deposits to the Lenders following the occurrence of the Term Loan Maturity Date or, to the extent there are no Synthetic LC Issuing Bank may agree that a standby Synthetic Letter Letters of Credit will automatically be extended for one or more successive periods not outstanding, upon a reduction of the Synthetic L/C Facility pursuant to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred Section 2.09 and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extension2.10.

Synthetic Letters of Credit. During In addition, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Restatement Date to but excluding the 30th day prior to the Synthetic LC Commitment PeriodLetter of Credit Facility Maturity Date, subject that one or more Synthetic Letter of Credit Lenders issue Synthetic Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definition of Standby Letters of Credit. Subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for this Agreement and in reliance upon the account representations and warranties of Borrower in the aggregate amount up to but not exceeding the aggregate herein set forth, any one or more Synthetic Letter of Credit LimitLenders may, but (except as provided in subsection 3.1B(iii)) shall not be obligated to, issue such Letter of Credit in accordance with the provisions of this subsection 3.1; provided, (i) each provided that Borrower shall not request that any Synthetic Letter of Credit shall be denominated in Dollars; Lender issue (ii) the stated amount of each and no Synthetic Letter of Credit Lender shall not be less than $50,000 or such lesser amount as is acceptable to issue): (a) any Synthetic LC Issuing Bank; (iii) Letter of Credit if, after giving effect to such issuance, in no event shall the Total Utilization of Synthetic LC Usage Letter of Credit Commitments would exceed the lesser of (1) the Synthetic Letter of Credit Limit; Commitments then in effect and (iv2) in no event shall the aggregate amount of the Credit-Linked Deposits outstanding at such time; (b) any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have having an expiration date later than the earlier of (1) the tenth Business Day ten days prior to the Synthetic LC Commitment Termination Letter of Credit Facility Maturity Date or and (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than provided that the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or immediately preceding clause (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC shall not prevent any Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree Lender from agreeing that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless such Synthetic LC Letter of Credit Issuing Bank Lender elects not to extend for any such additional period; and provided, further, that such Synthetic LC Letter of Credit Issuing Bank Lender shall elect not to extend any such Synthetic Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Synthetic LC Letter of Credit Issuing Bank Lender must elect whether or not to allow such extension; (c) any Synthetic Letter of Credit issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting “antecedent debt” (as that term is used in Section 547 of the Bankruptcy Code); or (d) any Synthetic Letter of Credit denominated in a currency other than Dollars.

Synthetic Letters of Credit. During In addition, Borrower may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the First Amendment Effective Date to but excluding the 30th day prior to the Synthetic LC Commitment PeriodLetter of Credit Facility Maturity Date, subject that one or more Synthetic Letter of Credit Lenders issue Synthetic Letters of Credit payable on a sight basis for the account of Borrower for the purposes specified in the definition of Standby Letters of Credit. Subject to the terms and conditions hereof, Synthetic LC Issuing Bank agrees to issue Synthetic Letters of Credit for this Agreement and in reliance upon the account representations and warranties of Borrower in the aggregate amount up to but not exceeding the aggregate herein set forth, any one or more Synthetic Letter of Credit LimitLenders may, but (except as provided in subsection 3.1B(iii)) shall not be obligated to, issue such Letter of Credit in accordance with the provisions of this subsection 3.1; provided, (i) each provided that Borrower shall not request that any Synthetic Letter of Credit shall be denominated in Dollars; Lender issue (ii) the stated amount of each and no Synthetic Letter of Credit Lender shall not be less than $50,000 or such lesser amount as is acceptable to issue): (a) any Synthetic LC Issuing Bank; (iii) Letter of Credit if, after giving effect to such issuance, in no event shall the Total Utilization of Synthetic LC Usage Letter of Credit Commitments would exceed the lesser of (1) the Synthetic Letter of Credit Limit; Commitments then in effect and (iv2) in no event shall the aggregate amount of the Credit-Linked Deposits outstanding at such time; (b) any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have having an expiration date later than the earlier of (1) the tenth Business Day ten days prior to the Synthetic LC Commitment Termination Letter of Credit Facility Maturity Date or and (2) the date which is one year from the date of issuance of any such standby Synthetic Letter of Credit; and (v) in no event shall any commercial Synthetic Letter of Credit (1) have an expiration date later than provided that the earlier of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or immediately preceding clause (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC shall not prevent any Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree Lender from agreeing that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, each unless such Synthetic LC Letter of Credit Issuing Bank Lender elects not to extend for any such additional period; and provided, further, that such Synthetic LC Letter of Credit Issuing Bank Lender shall elect not to extend any such Synthetic Letter of Credit if it has received written notice knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Synthetic LC Letter of Credit Issuing Bank Lender must elect whether or not to allow such extension; (c) any Synthetic Letter of Credit issued for the purpose of supporting (1) trade payables or (2) any Indebtedness constituting "antecedent debt" (as that term is used in Section 547 of the Bankruptcy Code); or (d) any Synthetic Letter of Credit denominated in a currency other than Dollars.

Synthetic Letters of Credit. During (a) From time to time on any Business Day occurring from the Closing Date but thirty days prior to the Synthetic LC Commitment PeriodFacility Maturity Date, subject the Synthetic Letter of Credit Issuer agrees that it will, to the terms and conditions hereof, extent requested by the Borrower, (i) issue one or more letters of credit (its "Synthetic LC Issuing Bank agrees to issue Synthetic Letters Letter of Credit Credit") for the account of the Borrower or any Subsidiary Guarantor in the aggregate amount up to but not exceeding Stated Amount requested by the aggregate Borrower on such day; or (ii) extend the Stated Expiry Date of an existing Synthetic Letter of Credit Limit; provided, (i) previously issued hereunder. The Stated Expiry Date of each Synthetic Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Synthetic Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Synthetic LC Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Synthetic LC Usage exceed the Synthetic Letter of Credit Limit; (iv) in no event shall any standby Synthetic Letter of Credit issued by Wachovia as Synthetic LC Issuing Bank have an expiration date later than the earlier to occur of (1x) the tenth five Business Day prior to Days before the Synthetic LC Commitment Termination Facility Maturity Date or and (2y) the date which is one year from the date of such issuance or extension. Any Synthetic Letter of Credit may provide for automatic renewal thereof for additional periods of up to 12 months so long as no Synthetic Letter of Credit will, in any event, have a Stated Expiry Date that is later than five Business Days before the Synthetic Facility Maturity Date. The Synthetic Letter of Credit Issuer shall not be permitted or required to issue any Synthetic Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the Synthetic Facility Available Amount or (ii) the sum of the aggregate amount of all Synthetic Letter of Credit Outstandings would exceed the amount on deposit in the Synthetic Deposit Account. (b) Schedule III contains a description of certain letters of credit and issued for the account of the Borrower and/or one or more of its Subsidiaries and outstanding on the Closing Date. Each such standby letter of credit, including any extension or renewal thereof (each, as amended from time to time in accordance with the terms thereof and hereof, an "Existing Letter of Credit") shall constitute a "Synthetic Letter of Credit; " for all purposes of this Agreement, issued, for purposes of clause (a) of Section 2.6, on the Closing Date. In addition, on any date after the Closing Date on which any financial institution or other Person becomes a Lender hereunder, with the consent of the Borrower, the Administrative Agent and such Lender, any letters of credit issued by such Lender for the account of the Borrower and/or one or more of its Subsidiaries may be designated as Existing Letters of Credit (vso long as such letters of credit satisfy the requirements of Section 2.6 at such time), and if any such letters of credit are so designated, Schedule III shall be deemed amended to include same and same shall constitute "Synthetic Letters of Credit" for all purposes of this Agreement, issued, for purposes of clause (a) in no event shall any commercial Synthetic of Section 2.6, on the date of such designation. Any Lender hereunder to the extent it has issued an Existing Letter of Credit (1) have an expiration date later than that is to remain outstanding on the earlier Closing Date shall constitute a "Synthetic Issuer" for all purposes of (A) the tenth Business Day prior to the Synthetic LC Commitment Termination Date and (B) the date which is 180 days from the date of issuance of such commercial Synthetic Letter of Credit or (2) be issued if such commercial Synthetic Letter of Credit is otherwise unacceptable to Synthetic LC Issuing Bank in its reasonable discretion. Subject to the foregoing, Synthetic LC Issuing Bank may agree that a standby Synthetic Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Synthetic LC Issuing Bank elects not to extend for any such additional period; provided, Synthetic LC Issuing Bank shall not extend any such Synthetic Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Synthetic LC Issuing Bank must elect to allow such extensionthis Agreement.