Common use of Terms of Letters of Credit Clause in Contracts

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations have an expiry date of the Borrower or any earlier of their Subsidiaries, contingent or otherwise, incurred in (i) the ordinary course of business, (c) expire on a date no more than one (1) year after the from its date of issuance and (ii) the date which is thirty (30) days prior to the Revolving Credit Loan Maturity Date; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Administrative Agent but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Credit Loan Maturity Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or last renewal as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Loan Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrowers deliver to the Administrative Agent for its benefit and the benefit of the Administrative Agent and the Revolving Credit Lenders no later than thirty (30) days prior to the Revolving Credit Loan Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Maximum Drawing Amount of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a the obligations of the Borrowers under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrowers fail to provide Cash Collateral with respect to any Extended Letter of Credit may extend beyond by the fifth date thirty (5th30) Business Day days prior to the Revolving Credit Loan Maturity Date if Date, such failure shall be treated as a drawing under such Extended Letter of Credit (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount Maximum Drawing Amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity DateCredit), each Fronted L/C Participant which shall be released from its obligation reimbursed (or participations therein funded) by the Revolving Credit Lenders in accordance with §5.4 and §5.5, with the proceeds being utilized to participate in any Fronted provide Cash Collateral for such Letter of Credit. Each Letter of Credit on the Maturity Date; providedissued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed hereunder shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (2007 Revision), as set forth International Chamber of Commerce Publication No. 600 or any successor version thereto adopted by the Administrative Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Administrative Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiry date no later than the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension) provided that the Issuing Lender may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; provided that any such automatic extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Lender in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the Uniform Customs) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal 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, which date the applicable 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 Multicurrency Tranche Revolving Credit Lenders shall be no 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 the fifth date that is thirty (5th30) Business Day days prior to the Revolving Credit Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Tranche Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may extend may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day prior to the Revolving Credit Maturity Date if (Aany such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the applicable Borrower (or, with respect to any Letter of Credit issued for the account of a Borrower other than the Company, the Company) delivers to the Administrative Agent and each applicable Issuing Lender consents in writing prior to for the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Bank no later than thirty (30) days prior to the Revolving Credit Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the relevant Borrower under this Section and Section 2.9.(b)(iii) in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the relevant Borrower or the Company fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Revolving Credit Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Multicurrency Tranche Revolving Credit Lenders in accordance with subsections (i) and Fronted L/C Participants(j) of this Section 2.4., with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least a Dollar Amount of $250,000 (or such lesser amount as applicable, as cash collateral pursuant to documentation may be reasonably satisfactory acceptable to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBank).

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiration date no later than the date which is thirty (30) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, sixty (60) days) prior to the Revolver Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension); provided that the Issuing Bank may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; and provided further that any such automatic extension Letter of Credit must permit the 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, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, Bank in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit. No Letter of Credit shall be for less than $500,000.00 (unless otherwise agreed to by the extent not inconsistent therewith, the laws Issuing Bank) and there shall be no more than ten (10) Letters of the State of New YorkCredit outstanding at any one time.

Terms of Letters of Credit. Each Letter of Credit shall Credit: (aA) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) May be a standby letter Letter of credit issued to Credit in support obligations of Liabilities of the Borrower or any one or more of their the Borrower's Subsidiaries, contingent or otherwisein each case, incurred that arise in the ordinary course of businessbusiness and are in respect of general corporate purposes of the Borrower or such Subsidiaries, as the case may be; (cB) expire on a date no more than one Shall be (1) denominated only in Dollars and shall be issued on terms and conditions satisfactory to the Issuing Bank, and (2) in a stated amount of not less than One Hundred Thousand Dollars ($100,000); (C) Shall have an expiration date occurring not later than the earlier of (1) one year after (or, if agreed by the Issuing Bank in its sole discretion, fifteen months) from the date of issuance or last and (2) the Termination Date; (D) May, if requested by the Borrower, contain a provision that the expiration date will be automatically renewed for one year from the existing expiration date unless the Issuing Bank shall have provided notice to the beneficiary in accordance with the renewal of such and notice terms contained in the Letter of Credit, which date shall Credit that the Letter of Credit is not to be no later than the fifth renewed; (5thE) Business Day prior Shall be subject to the Maturity DateUniform Customs; provided, and (F) Shall contain such other terms and conditions as may be approved by the Issuing Bank and the Agent. In the event that a Letter of Credit contains the provisions specified in clause (D) above, the Issuing Bank may extend beyond give a notice of non-renewal in accordance with the fifth renewal terms and notice provisions of the Letter of Credit if (5thi) Business Day as of the date that is the earlier of (x) thirty-five days prior to the Maturity Date if stated expiration date or (Ay) the Administrative Agent and each applicable Issuing Lender consents in writing ten days prior to the issuance thereofdate for the issuing of a non-renewal notice under the terms of the Letter of Credit, the Borrower shall not have satisfied each of the conditions to Credit Extension specified in Section 2.02(b) through (Be), or (ii) the Termination Date is not at least one year after the current stated expiration date. The Issuing Bank shall give a notice of non-renewal if in accordance with the terms and notice provisions of the Letter of Credit the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory delivered a notice to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal Bank referring to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall by date and number and requesting that a notice of non-renewal be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkdelivered.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 10 Business Days prior to the Termination Date, or (ii) any Letter of Credit have a duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Bank but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the date that is 10 Business Days prior to the Termination Date and (y) the date one year after the current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Lenders no later than 10 Business Days prior to the Termination Date, Cash Collateral for such Extended Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Extended Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 10 Business Days prior to the Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Extended Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 2,000,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedIssuing Bank, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBorrower).

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower Company has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to the reasonable approval of the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the Revolving Termination Date, or (ii) any Letter of Credit have a duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the Revolving Termination Date and (y) the date one year after the then current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 25,000 (or such lesser amount as agreed may be acceptable to by the applicable Issuing Lender(s))Bank, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBorrower).

Terms of Letters of Credit. (a) Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (ai) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (bii) be a standby letter (A) with respect of credit Tranche A Letters of Credit issued to support obligations of the Borrower or any of their SubsidiariesLloyd’s, contingent or otherwise, incurred be issued in the ordinary course of business, (c) expire on a Pounds Sterling and have an expiry date no more later than one the date which is four (14) year after years from the date of issuance or last renewal of such Letter of Credit, which (B) with respect to all other Tranche A Letters of Credit, be issued in Dollars and have an expiry date shall be no later than the fifth date which is one (5th1) Business Day prior to year from the Maturity Date; provided, that a date of issuance of such Tranche A Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofCredit, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under all Tranche B Letters of Credit, be issued in Dollars or Canadian Dollars and have an expiry date no later than the date which is one (1) year from the date of issuance of such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Credit. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Banks in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender andBanks in the ordinary course of its business as standby letter of credit issuers and in effect at the time of issuance of such Letter of Credit, in each case to the extent not inconsistent therewithwith (x) in the case of Letters of Credit issued to Lloyds, English law and, in the case of all other Letters of Credit, New York law. Letters of Credit may be issued at any time prior to the applicable Commitment Termination Date. In the event of any conflict between the terms of any Letter of Credit Application and this Reimbursement and Pledge Agreement, the terms of this Reimbursement and Pledge Agreement shall govern. Letters of Credit denominated in Alternative Currencies, shall be issued in a minimum Alternative Currency Equivalent of $100,000 and all Letters of Credit denominated in Dollars shall be issued in a minimum face amount of $1,000. (b) An Issuing Bank 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 purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to such 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 such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate any laws or one or more policies of such Issuing Bank; (iii) a default of any Lender’s obligations to fund under §2.2.6 exists or any Lender is at such time a Delinquent Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements with Mont Re or such Lender to eliminate the State Issuing Bank’s risk with respect to such Lender. (c) An Issuing Bank shall be under no obligation to amend any Letter of New YorkCredit if (i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto- Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal 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, which date the applicable 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 Multicurrency Tranche Revolving Credit Lenders shall be no 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 the fifth date that is thirty (5th30) Business Day days prior to the Revolving Credit Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Tranche Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may extend may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day prior to the Revolving Credit Maturity Date if (Aany such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the applicable Borrower (or, with respect to any Letter of Credit issued for the account of a Borrower other than the Company, the Company) delivers to the Administrative Agent and each applicable Issuing Lender consents in writing prior to for the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Bank no later than thirty (30) days prior to the Revolving Credit Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the relevant Borrower under this Section and Section 2.9.(b)(iii) in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the relevant Borrower or the Company fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Revolving Credit Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Multicurrency Tranche Revolving Credit Lenders in accordance with subsections (i) and Fronted L/C Participants(j) of this Section 2.4., with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least a Dollar Amount of $250,000 (or such lesser amount as applicable, as cash collateral pursuant to documentation may be reasonably satisfactory acceptable to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBank).

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than thirty (30) days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 50,000 (or such lesser amount as agreed may be acceptable to by the applicable Issuing Lender(s))Bank, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBorrower).

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Credit Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Credit Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 300,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedBorrower, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Issuing Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto- Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal 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, which date the applicable 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 Multicurrency Tranche Revolving Credit Lenders shall be no 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 the fifth date that is thirty (5th30) Business Day days prior to the Revolving Credit Maturity Date; provided, however, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent and each applicable Issuing Lender consents in writing prior that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to the issuance thereof, permit such extension or (B2) the Borrower has deposited in an account with from the Administrative Agent, in any Multicurrency Tranche Revolving Credit Lender or the name applicable Borrower that one or more of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York.conditions specified in

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth seventh (5th7th) Business Day prior to the Maturity Date. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit shall be issued hereunder as follows: (a) to support the Applicant Party’s, its Subsidiaries’, its Affiliates’ and Joint Ventures’ (such Subsidiaries, Affiliates and Joint Ventures, collectively, the “Related Entities” and each, a “Related Entity”) performance under specific project engineering, procurement, construction and maintenance contracts (each, a “Performance Letter of Credit”) and (b) to back bank guarantees issued by other banks to support such performance (each, a “Backing Letter of Credit”) so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and such Backing Letters of Credit qualify as independent undertakings for regulatory purposes and (ii) that such issuance does not violate any terms or provisions of this Agreement; provided, provided that a all standby Letters of Credit must qualify as performance based letters of credit under applicable rules and regulations. Each Letter of Credit may extend beyond shall be denominated in Dollars or in a Foreign Currency. The face or stated amount of each Letter of Credit shall not be less than $100,000 (or the fifth (5thExchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall the aggregate outstanding principal amount of the aggregate LC Exposure (Aor the Dollar Equivalent thereof) of all of the Administrative Agent and each Lenders exceed the Aggregate Commitments. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive 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 such Letter of Credit in particular. In the event of any inconsistency between the terms and Fronted L/C Participants, as applicable, as cash collateral conditions of any Application delivered by the Applicant Party pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each (a) Letters of Credit shall be issued in support of obligations of the Company or the relevant Subsidiary Borrower incurred in the Ordinary Course of Business. All Letters of Credit must expire not later than the Business Day preceding the Termination Date. Except as set forth in Section 2.11(b) hereof, no Letter of Credit shall (a) be denominated in Dollars in may have a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), term longer than 12 months. (b) be a standby letter of credit issued to support obligations of If the Borrower Company or any Subsidiary Borrower so requests, the Agent shall, issue a Letter of their SubsidiariesCredit that has automatic renewal provisions (each, contingent or otherwise, incurred an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Agent to prevent any such renewal at least once in the ordinary course of business, each twelve-month period (c) expire on a date no more than one (1) year after commencing with the date of issuance or last of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the Agent to permit the renewal of such Letter of Credit, which Credit at any time to an expiry date shall be no not later than the fifth (5th) Business Day prior to the Maturity Termination Date; provided, however, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date Agent shall not permit any such renewal if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior has determined that it would have no obligation at such time to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.9 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or prior before the day that is two Business Days before the Nonrenewal Notice Date (1) from the Required Banks stating that the Required Banks have elected not to permit such renewal or (2) from any Lender or the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further Borrower that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension one or more of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth applicable conditions specified in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent Section 3.2 is not inconsistent therewith, the laws of the State of New Yorkthen satisfied.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth seventh (5th7th) Business Day prior to the Maturity Date; provided. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit shall be issued hereunder as follows: (a) to support the Applicant Party’s, its Subsidiaries’, its Affiliates’ and Joint Ventures’ (such Subsidiaries, Affiliates and Joint Ventures, collectively, the “Related Entities” and each, a “Related Entity”) performance under specific project engineering, procurement, construction and maintenance contracts (each, a “Performance Letter of Credit”) and (b) to back bank guarantees issued by other banks to support such performance (each, a “Backing Letter of Credit”) so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and, in the case of Backing Letters of Credit, that a such Backing Letters of Credit qualify as independent undertakings for regulatory purposes and (ii) that such issuance does not violate any terms or provisions of this Agreement or any limitations on the amount of Letters of Credit an Issuing Lender may issue hereunder as separately agreed between the Issuing Lender and the Applicant Party; provided that all standby Letters of Credit must qualify as performance based letters of credit under applicable rules and regulations. Each Letter of Credit may extend beyond shall be denominated in Dollars or in a Foreign Currency. The face or stated amount of each other Letter of Credit shall not be less than $100,000 (or the fifth (5thExchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall the aggregate outstanding principal amount of the aggregate LC Exposure (Aor the Dollar Equivalent thereof) of all of the Administrative Agent and each Lenders exceed the Aggregate Commitments. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive 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 such Letter of Credit in particular. In the event of any inconsistency between the terms and Fronted L/C Participants, as applicable, as cash collateral conditions of any Application delivered by the Applicant Party pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a an expiry date no more than one (1such date being the “Expiration Date”) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth (5th) seventh Business Day prior to the Maturity Date; provided. In the event that the applicable Issuing Lender’s office is closed on the applicable Expiration Date, that a such date shall be extended to the next Business Day on which such office is open. Each Letter of Credit shall be issued hereunder so long as the applicable Issuing Lender, in its sole discretion, determines that (i) such issuance is lawful, (ii) in the case of Financial Letters of Credit, such Letter of Credit qualifies as (x) a financial guarantee-type letter of credit under applicable rules and regulations and (y) in the case of backing Financial Letters of Credit, an independent undertaking for regulatory purposes, (iii) in the case of Performance Letters of Credit, such Letter of Credit qualifies as (x) a performance based letter of credit under applicable rules and regulations and (y) in the case of backing Performance Letters of Credit, an independent undertaking for regulatory purposes and (iv) such issuance does not violate any terms or provisions of this Agreement or any limitations on the amount of Letters of Credit an Issuing Lender may extend beyond issue hereunder as separately agreed between the fifth Issuing Lender and the Borrower. Each Letter of Credit shall be denominated in Dollars or in a Foreign Currency. The face amount of any Letter of Credit shall not be less than $100,000 (5thor the Exchange Equivalent thereof determined as of the date of issuance) Business Day prior or such lesser amount as is acceptable to the Maturity Date if applicable Issuing Lender. At no time shall (Ai) the Administrative Agent and each aggregate outstanding principal amount of the Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) of all of the Lenders exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) in respect of Financial Letters of Credit exceed the Revolving Facility Sublimit. The applicable Issuing Lender consents in writing prior shall not be under any obligation to issue or amend any Letter of Credit if (i) the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name or amendment of such Letter of Credit would violate one or more policies of the applicable Issuing Lenders Lender or any limitations on the amount of Letters of Credit such Issuing Lender may issue hereunder as separately agreed between the Issuing Lender and Fronted L/C Participantsthe Borrower or (ii) any order, as applicablejudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing or amending such Letter of Credit, as cash collateral or any law applicable to such Issuing Lender or any request or directive 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 such Letter of Credit in particular. In the event of any inconsistency between the terms and conditions of any Application delivered by the Borrower pursuant to documentation reasonably satisfactory Section 3.02 and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. The applicable Issuing Lender will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Post-Expiration Date ------------------------------------------------ Letters of Credit. ------------------ Each Letter of Credit shall (a) be denominated in Dollars in opened pursuant to a minimum amount Letter of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), Credit Agreement and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth (5th) Business Day prior to preceding the Maturity Revolving Credit Expiration Date; provided, that a however, if any Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with does have an expiration date later than the fifth (5th) Business Day prior to preceding the Maturity Revolving Credit Termination Date (each a "Post- Expiration Date Letter of Credit" and collectively, the "Post-Expiration Date Letters of Credit"), effective as of the Business Day preceding the Revolving Credit Termination Date and (C) except with respect without prior notice to drawings made or the consent of the Borrowers, the Lender may make advances under the Revolving Loan for the account of the Borrowers in the aggregate face amount of all such Letters of Credit. The Lender may in its sole and absolute discretion issue or refuse to issue any Letter of Credit on which is automatically renewable or prior to "evergreen". The Lender shall deposit the Maturity Dateproceeds of such advances into one or more non- interest bearing accounts with and in the name of the Lender and over which the Lender alone shall have exclusive power of access and withdrawal (collectively, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted the "Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Cash Collateral Account"). The Letter of Credit has been replaced and (d) Cash Collateral Account is to be subject to held by the Uniform Customs and/or ISP98Lender, as set forth in the applicable additional collateral and security for any Letter of Credit Application or as determined by the applicable Issuing Lender and, Obligations relating to the extent not inconsistent therewithPost-Expiration Date Letters of Credit. The Borrowers hereby assign, pledge, grant and set over to the laws Lender, a first priority security interest in, and Lien on, all of the State funds on deposit in the Letter of New York.Credit Cash Collateral Account, together with any and all Proceeds and products thereof as additional collateral and security for the Letter of Credit Obligations relating to the Post-

Terms of Letters of Credit. Post-Expiration Date ----------------------------------------------- Letters of Credit. ------------------ Each Letter of Credit shall (a) be denominated in Dollars in opened pursuant to a minimum amount Letter of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), Credit Agreement and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than the fifth (5th) Business Day prior to preceding the Maturity Revolving Credit Expiration Date; provided, that a however, if any Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with does have an expiration date later than the fifth (5th) Business Day prior to preceding the Maturity Revolving Credit Termination Date (each a "Post- Expiration Date Letter of Credit" and collectively, the "Post-Expiration Date Letters of Credit"), effective as of the Business Day preceding the Revolving Credit Termination Date and (C) except with respect without prior notice to drawings made or the consent of the Borrowers, the Lenders shall make advances under the Revolving Loan for the account of the Borrowers in the aggregate face amount of all such Letters of Credit. The Agent may in its sole and absolute discretion issue or refuse to issue any Letter of Credit on which is automatically renewable or prior to the Maturity Date, "evergreen". The amount of each Fronted L/C Participant Lender's advance shall be released from equal to its obligation to participate Revolving Credit Pro Rata Share of the aggregate face amount of all such Letters of Credit. The Agent shall deposit the proceeds of such advances into one or more non- interest bearing accounts with and in any Fronted the name of the Agent and over which the Agent alone shall have exclusive power of access and withdrawal (collectively, the "Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Cash Collateral Account"). The Letter of Credit has been replaced and (d) Cash Collateral Account is to be subject to held by the Uniform Customs and/or ISP98Agent, for the ratable benefit of the Lenders, as set forth in the applicable additional collateral and security for any Letter of Credit Application or as determined by the applicable Issuing Lender and, Obligations relating to the extent not inconsistent therewithPost-Expiration Date Letters of Credit. The Borrowers hereby assign, pledge, grant and set over to the laws Agent, for the ratable benefit of the State Lenders, a first priority security interest in, and Lien on, all of New York.the funds on deposit in the Letter of Credit Cash Collateral Account, together with any and all Proceeds and products thereof as additional collateral and security for the Letter of Credit Obligations relating to the Post-

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be have an expiry date no later than the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a standby letter confirmer or otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Maturity Date. Subject to clause (b) above, each Letter of credit issued Credit shall expire (without giving effect to support obligations any extension thereof by reason of an interruption of business) at or prior to the Borrower or any close of their Subsidiariesbusiness 365 days, contingent or otherwise, incurred in the ordinary course case of businessstandby Letters of Credit, (c) expire on a date no more than one (1) year or 180 days, in the case of documentary Letters of Credit, after the date of the issuance of such Letter of Credit (or, in the case of any renewal or last extension thereof, 365 days or 180 days, as applicable, after such renewal or extension) provided that the Issuing Bank may, in its sole and absolute discretion, agree to issue any such standby Letter of Credit providing for automatic extensions thereof to a date not later than 365 days beyond its current expiration date; provided that any such automatic extension Letter of Credit must permit the 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, which date shall be no ) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under time such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is issued. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Issuing Bank in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Bank in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Letter of Credit shall (ai) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s))Dollars, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cii) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (iii) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, ISP as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder 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 such Letter of Credit, or any Applicable 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 such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) 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 such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 4.15(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. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Terms of Letters of Credit. Each Any Letter of Credit shall contain -------------------------- terms and conditions acceptable to Agent and the issuer thereof. Without limiting the generality of the foregoing, in no event: (ai) be denominated in Dollars in a minimum amount may the term of $100,000 any documentary Letter of Credit exceed one hundred eighty (or such lesser amount as agreed to by the applicable Issuing Lender(s))180) days, (bii) be may any Letter of Credit, whether documentary or standby, have a standby letter term in excess of credit issued to support obligations one (1) year, or (iii) may any Letter of the Borrower Credit, whether documentary or any of their Subsidiariesstandby, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date that is later than five (5) Business Days prior to the Stated Termination Date. Any Letter of Credit containing an automatic renewal provision shall also contain a provision pursuant to which, notwithstanding any other provision thereof, it shall expire no more later than one (1) year after the date that is five (5) Business Days prior to the Stated Termination Loan and Security Agreement Date and a provision pursuant to which the issuer thereof may, by notice to the beneficiary of issuance such Letter of Credit at least thirty (30) days prior to the expiration of its term, elect not to renew such Letter of Credit for an additional term. Agent shall not be obligated to cause any Letter of Credit to be extended or amended unless the requirements of this Section 2.7 are met as ----------- though a new Letter of Credit were being requested and issued. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to Agent, not less than thirty (30) days prior to the last renewal date on which the applicable issuer can in accordance with the terms of the applicable Letter of Credit decline to extend or renew such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior written notice that it declines to the Maturity Date; providedconsent to any such extension or renewal, provided that a Letter if all of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of this Section 2.5) 2.7 are met, no Lender shall, or shall have any right to, decline to the extent each Issuing Lender has consented ----------- consent to any such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkrenewal.

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in opened pursuant to a minimum amount Letter of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), Credit Agreement and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no not later than thirty (30) days preceding the fifth (5th) Business Day prior to the Maturity Revolving Credit Expiration Date; provided, that a however, if any Letter of Credit may extend beyond does have an expiration date later than thirty (30) days preceding the fifth Revolving Credit Termination Date (5th) each a “Post-Expiration Date Letter of Credit” and collectively, the “Post-Expiration Date Letters of Credit”), effective as of the Business Day preceding the Revolving Credit Termination Date and without prior notice to or the Maturity Date if consent of the Borrowers, the Lender may, in the exercise of its sole and absolute discretion from time to time, make advances under the Revolving Loan for the account of the Borrowers in the aggregate face amount of one hundred five percent (A105%) of all such Letters of Credit. The Lender shall deposit the Administrative Agent proceeds of such advances into one or more interest bearing accounts with and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders Lender and Fronted L/C Participantsover which the Lender alone shall have exclusive power of access and withdrawal (collectively, the “Letter of Credit Cash Collateral Account”). The Letter of Credit Cash Collateral Account is to be held by the Lender as applicableadditional collateral and security for any Letter of Credit Obligations relating to the Post-Expiration Date Letters of Credit. Each Borrower hereby assigns, pledges, grants and sets over to the Lender a first priority security interest in, and Lien on, all of the funds on deposit in the Letter of Credit Cash Collateral Account, together with any and all proceeds (cash and non-cash) and products thereof as cash additional collateral and security for the Letter of Credit Obligations relating to the Post-Expiration Date Letters of Credit and all other Obligations. Each Borrower acknowledges and agrees that the Lender shall be entitled to fund any draw or draft on any Post-Expiration Date Letter of Credit from the monies on deposit in the Letter of Credit Cash Collateral Account without notice to or consent of any Borrower or the Lender. Each Borrower further acknowledges and agrees that the Lender’s election to fund any draw or draft on any Post-Expiration Date Letter of Credit from the Letter of Credit Cash Collateral shall in no way limit, impair, lessen, reduce, release or otherwise adversely affect its obligation to pay any Letter of Credit Obligations under or relating to the Post-Expiration Date Letters of Credit. At such time as all Post-Expiration Date Letters of Credit have expired and all Letter of Credit Obligations relating to the Post-Expiration Date Letters of Credit have been paid in full, the Lender agrees (i) to apply the amount of any remaining funds on deposit in the Letter of Credit Cash Collateral Account to the then unpaid balance of the Obligations in such order and manner as the Lender shall determine in its sole and absolute discretion in accordance with the provisions of this Agreement, or (ii) to release the remaining funds to Borrowers if there are no outstanding Obligations. For the avoidance of doubt, the Lender shall have no obligation to release (pursuant to documentation reasonably satisfactory Section 3.7 (Release) or otherwise) all or any Collateral that secures the Letter of Credit Obligations (whether or not then due and whether or not fixed or contingent) until all Letter of Credit Obligations have been indefeasibly paid in full in cash and all commitments to provide further Letters of Credit have been terminated. The aggregate face amount of all Letters of Credit at any one time outstanding and issued by the Lender pursuant to the Administrative Agent provisions of this Agreement, including, without limitation, any and all Post-Expiration Date Letters of Credit, plus the applicable Issuing Lendersamount of any unpaid Letter of Credit Fees accrued or scheduled to accrue thereon, an amount in cash equal to and less the aggregate amount of all outstanding drafts issued under or purporting to have been issued under such Letters of Credit that have been paid by the Lender and for which the Lender has been reimbursed by the Borrowers in full in accordance with an expiration date later than Section 2.3.5 below and the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on Agreements, and for which the Lender has no further obligation or prior commitment to restore all or any portion of the Maturity Dateamounts drawn and reimbursed, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted is herein called the “Outstanding Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkObligations”.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the Issuing Bank and the Borrower, such approvals not to be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 5 days prior to the Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-extension from the Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is 5 days prior to the Termination Date; provided, further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for the benefit of the Issuing Bank and the Lenders no later than 30 days prior to the Termination Date Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) may be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior acceptable to the Maturity Date; providedBorrower, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Issuing Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank and the Borrower. Notwithstanding the foregoing, in no event may (bi) be the expiration date of any Letter of Credit extend beyond the date that is 30 days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a standby letter Letter of credit issued to support obligations Credit may contain a provision providing for the automatic extension of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred expiration date in the ordinary course absence of business, (c) expire on a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which Credit beyond the date shall be no later than the fifth that is thirty (5th30) Business Day days prior to the Maturity Revolving Termination Date; provided, further, that a Letter of Credit may extend (any such Letter of Credit being referred to as an “Extended Letter of Credit”) may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day date that is 30 days prior to the Maturity Revolving Termination Date if (A) so long as the Borrower delivers to the Administrative Agent for its benefit and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent Bank and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date Revolving Lenders no later than the fifth (5th) Business Day 30 days prior to the Maturity Revolving Termination Date and (C) except with respect to drawings made under Cash Collateral for such Letter of Credit on or for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Revolving Termination Date, each Fronted L/C Participant such failure shall be released from its obligation to participate in any Fronted treated as a drawing under such Extended Letter of Credit on the Maturity Date; provided, further that (in an amount equal to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements maximum Stated Amount of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (d) be subject j), with the proceeds being utilized to the Uniform Customs and/or ISP98, as set forth in the applicable provide Cash Collateral for such Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkCredit.

Terms of Letters of Credit. (a) Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (ai) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (bii) be a standby letter (A) with respect of credit Tranche A Letters of Credit issued to support obligations of the Borrower or any of their SubsidiariesLloyd’s, contingent or otherwise, incurred be issued in the ordinary course of business, (c) expire on a Pounds Sterling and have an expiry date no more later than one the date which is four (14) year after years from the date of issuance or last renewal of such Letter of Credit, which (B) with respect to all other Tranche A Letters of Credit, be issued in Dollars and have an expiry date shall be no later than the fifth date which is one (5th1) Business Day prior to year from the Maturity Date; provided, that a date of issuance of such Tranche A Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofCredit, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under all Tranche B Letters of Credit, be issued in Dollars or Canadian Dollars and have an expiry date no later than the date which is one (1) year from the date of issuance of such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Credit. Each Letter of Credit on the Maturity Date; providedso issued, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Applicable Issuing Party in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Applicable Issuing Lender andParty in the ordinary course of its business as standby letter of credit issuers and in effect at the time of issuance of such Letter of Credit, in each case to the extent not inconsistent therewithwith (x) in the case of Letters of Credit issued to Lloyds, English law and, in the case of all other Letters of Credit, New York law. Letters of Credit may be issued at any time prior to the applicable Commitment Termination Date. In the event of any conflict between the terms of any Letter of Credit Application and this Reimbursement and Pledge Agreement, the terms of this Reimbursement and Pledge Agreement shall govern. Letters of Credit denominated in Alternative Currencies, shall be issued in a minimum Alternative Currency Equivalent of $100,000 and all Letters of Credit denominated in Dollars shall be issued in a minimum face amount of $1,000. (b) An Issuer shall not be under any obligation to issue any Letter of Credit and no Lender shall have any obligation to participate in any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an Issuer from issuing such Letter of Credit, or any law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuer in good fxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate any laws or one or more policies of such Issuer; (iii) a default of any Lender’s obligations to fund under §2.2.6 exists or any Lender is at such time a Delinquent Lender hereunder, unless the State Fronting Bank has entered into satisfactory arrangements with Mont Re or such Lender to eliminate the Fronting Bank’s risk with respect to such Lender. (c) An Issuer shall be under no obligation to amend any Letter of New YorkCredit if (i) such Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Terms of Letters of Credit. Each At the time of issuance, the form, terms and conditions of each Letter of Credit Credit, and of any drafts or acceptances thereunder, shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed subject to approval by the applicable Issuing Lender(s))Bank in accordance with its customary standards therefor. Notwithstanding the foregoing, in no event may (bi) be a standby letter the expiration date of credit issued to support obligations any Letter of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no Credit extend more than one (1) year after beyond the latest then applicable Revolving Credit Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If a Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or last renewal 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, which date the applicable 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 Multicurrency Tranche Revolving Credit Lenders shall be no 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 the fifth date that is thirty (5th30) Business Day days prior to the latest then applicable Revolving Credit Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.4.(a) or otherwise), or (B) it has received notice (which may be telephonic or written) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Requisite Multicurrency Tranche Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Multicurrency Tranche Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may extend may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the fifth (5th) Business Day prior to the latest then applicable Revolving Credit Maturity Date if (Aany such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the applicable Borrower (or, with respect to any Letter of Credit issued for the account of a Borrower other than the Company, the Company) delivers to the Administrative Agent and each applicable Issuing Lender consents in writing prior to for the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name benefit of the applicable Issuing Bank no later than thirty (30) days prior to thesuch Revolving Credit Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the relevant Borrower under this Section and Section 2.9.(b)(iii) in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the relevant Borrower or the Company fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date thirty (30) days prior to the latest then applicable Revolving Credit Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Multicurrency Tranche Revolving Credit Lenders in accordance with subsections (i) and Fronted L/C Participants(j) of this Section 2.4., with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least a Dollar Amount of $250,000 (or such lesser amount as applicable, as cash collateral pursuant to documentation may be reasonably satisfactory acceptable to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkBank).

Terms of Letters of Credit. Each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cA) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of CreditCredit (subject to automatic renewal or extension for additional one (1) year periods (but not to a date later than the date set forth below) pursuant to the terms of the Letter of Credit Documents or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (B) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98UCP, in the case of a commercial Letter of Credit, or ISP, in the case of a standby Letter of Credit, in each case as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkOregon. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (v) 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 such Letter of Credit, or any applicable 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 such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date (or such later date such Person first became an Issuing Lender hereunder) and that such Issuing Lender in good faith dexxx xxxxxxxl to it, (w) the conditions set forth in Section 5.2 are not satisfied, (x) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit issued by it generally, (y) the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (z) 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 such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.7) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued by such Issuing Lender 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. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. On and after the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

Terms of Letters of Credit. Each Letter of Credit shall (ai) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s))Dollars, (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (cii) expire on a date no more than one twelve (112) year months after the date of issuance or last renewal or extension of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that and (iii) unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofis issued by it, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, ISP as set forth in the applicable Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder 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 such Letter of Credit, or request that such Issuing Lender refrain from, or any Applicable 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, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (E) 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 such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 4.15(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. An Issuing Lender shall be under no obligation to amend any Letter of Credit if (x) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (y) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Terms of Letters of Credit. Each At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Credit Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year. If the Borrower so requests, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such 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 the date that is thirty (30) days prior to the Revolving Credit Termination Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.3.(a) or otherwise), 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 (1) from the Administrative Agent that the Requisite Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2. is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. Notwithstanding the foregoing (but subject to the provisions of clauses (A) and (B) of the immediately preceding sentence), a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Credit Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Credit Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Credit Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall (a) be denominated in Dollars in a minimum amount of at least $100,000 25,000 (or such lesser amount as agreed may be acceptable to by the Borrower, the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent Bank and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York).

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a have an expiry date no more later than one the earlier to occur of (1i) year after 365 days from the date of issuance of such Letter of Credit and (ii) the date which is thirty (30) days (or, if the Letter of Credit is confirmed by a confirmer or last renewal otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Revolving Credit Loan Maturity Date, provided, however, notwithstanding the foregoing, the Borrower shall be permitted to have a Letter of Credit with an expiry date which is after the Revolving Credit Loan Maturity Date so long as (i) such Letter of Credit is issued, extended or renewed, as the case may be, prior to the Revolving Credit Loan Maturity Date; and (ii) immediately upon such issuance, extension or renewal, the Borrower shall have provided to the Agent, for the benefit of the Agent and the Banks, cash collateral in an aggregate amount of not less than the Maximum Drawing Amount of such Letter of Credit (which cash collateral the Agent shall be entitled to retain until the expiration or cancellation and return of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior pursuant to a cash collateral agreement in form and substance satisfactory to the Maturity Date; provided, that a Agent. Each Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereofso issued, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such Letter of Credit on extended or prior to the Maturity Date, each Fronted L/C Participant renewed shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the “Uniform Customs”) or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each Letter of Credit shall expire on an expiry date (such date being the "Expiration Date") not later than the seventh Business Day prior to the Commitment Termination Date. In the event that the applicable Issuing Lender's office is closed on the applicable Expiration Date, such date shall be extended to the next Business Day on which such office is open. Letters of Credit may be issued hereunder as follows: (a) to support the Borrower's, its Subsidiaries' and Joint Ventures' performance under specific project engineering, procurement and construction contracts (each, a "Performance Letter of Credit"), (b) to back bank guarantees issued by other banks to support such performance (each, a "Backing Letter of Credit") so long as the applicable Issuing Lender, in its sole discretion, determines: (i) that such issuance is lawful and such Letters of Credit qualify as independent undertakings for regulatory purposes, and (ii) that such issuance does not violate any terms or provisions of this Agreement, and (c) financial standby Letters of Credit (each, a "Financial Letter of Credit"); provided that all Letters of Credit must qualify as performance-based or financial guarantee-type letters of credits under applicable rules and regulations. Each Letter of Credit shall be denominated in Dollars or in a minimum Foreign Currency. The face amount of any Letter of Credit shall not be less than $100,000 (or the Exchange Equivalent thereof determined as of the date of issuance) or such lesser amount as agreed is acceptable to by the applicable Issuing Lender(s)), (b) be a standby letter of credit issued to support obligations Lender. At no time shall the aggregate outstanding principal amount of the Borrower Tranche 2 Revolving Advances of all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) of all of the Lenders exceed the Tranche 2 Maximum Amount. The applicable Issuing Lender shall not be under any obligation to issue any Letter of their SubsidiariesCredit if (i) the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender or (ii) any order, contingent judgment or otherwise, incurred in decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the ordinary course of business, (c) expire on a date no more than one (1) year after the date of issuance or last renewal of applicable Issuing Lender from issuing such Letter of Credit, which date or any law applicable to such Issuing Lender or any request or directive from any Governmental Authority with jurisdiction over such Issuing Lender shall be no later than prohibit, or request that such Issuing Lender refrain from, the fifth (5th) Business Day prior to the Maturity Date; provided, that a issuance of letters of credit generally or such Letter of Credit may extend beyond in particular. In the fifth (5th) Business Day prior event of any inconsistency between the terms and conditions of any Application delivered by the Borrower pursuant to Section 3.02 and the Maturity Date if (A) terms and conditions of this Agreement, the Administrative Agent terms and each conditions of this Agreement shall control. The applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory will promptly deliver to the Administrative Agent a true and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount complete copy of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under such each Letter of Credit on or prior to the Maturity Date, issued by it hereunder and each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New Yorkamendment thereto.

Terms of Letters of Credit. Each Letter of Credit shall issued, extended or renewed hereunder shall, among other things, (a) be denominated provide for the payment of sight drafts for honor thereunder when presented in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to accordance with the terms thereof and when accompanied by the applicable Issuing Lender(s))documents described therein, and (b) be a standby letter of credit issued to support obligations of the Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (c) expire on a have an expiry date no more later than one year after its date of issuance unless renewed (1for a successive period(s) year not to exceed one year) in accordance with the terms of such Letter of Credit; provided that in no event shall any Letter of Credit issued hereunder expire after the date which is fourteen (14) days (or, if the Letter of issuance Credit is confirmed by a confirmer or last renewal otherwise provides for one or more nominated persons, forty-five (45) days) prior to the Revolving Credit Loan Maturity Date unless, no less than fourteen (14) days prior to the Revolving Credit Loan Maturity Date, the Borrower either (i) deposits with the Administrative Agent an amount equal to 105% of the aggregate Maximum Drawing Amount of such Letter of Credit, which date shall such amount to be no later than the fifth (5th) Business Day prior to the Maturity Date; provided, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date if (A) held by the Administrative Agent and each applicable Issuing Lender consents in writing prior to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made for any drawing under such Letter of Credit on or prior to the Maturity Dateor, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter (ii) provides a backup letter of Credit on the Maturity Date; provided, further that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension of the Maturity Date or each credit for such Letter of Credit has been replaced from an issuer and (d) on such terms as are reasonably acceptable to the Administrative Agent. Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs and/or ISP98and Practice for Documentary Credits (1993 Revision), as set forth International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Administrative Agent in the applicable ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit Application (the "Uniform Customs") or, in the case of a standby Letter of Credit, either the Uniform Customs or as determined the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the applicable Issuing Lender and, to Administrative Agent in the extent not inconsistent therewith, ordinary course of its business as a standby letter of credit issuer and in effect at the laws time of the State issuance of New Yorksuch Letter of Credit.

Terms of Letters of Credit. Each (a) Letters of Credit shall be issued in support of obligations of the Borrowers’ general business purposes. All Letters of Credit must expire not later than the Business Day preceding the Termination Date. Subject to the provisions of Section 2.9(b), no Letter of Credit shall (a) be denominated in Dollars in may have a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender(s)), term longer than 12 months. (b) be If the Borrowers so request (subject to compliance with Section 2.7), the Agent shall issue a standby letter Letter of credit issued Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Agent to support obligations of the Borrower or prevent any of their Subsidiaries, contingent or otherwise, incurred such renewal at least once in the ordinary course of business, each twelve-month period (c) expire on a date no more than one (1) year after commencing with the date of issuance or last of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Renewal Letter of Credit has been issued, the Agent and the Lenders shall be deemed to have authorized (but may not require) the Agent to permit the renewal of such Letter of Credit, which Credit at any time to an expiry date shall be no not later than the fifth (5th) Business Day prior to preceding the Maturity Termination Date; provided, however, that a Letter of Credit may extend beyond the fifth (5th) Business Day prior to the Maturity Date Agent shall not permit any such renewal if (Ai) the Administrative Agent and each applicable Issuing Lender consents in writing prior has determined that it would have no obligation at such time to the issuance thereof, (B) the Borrower has deposited in an account with the Administrative Agent, in the name of the applicable Issuing Lenders and Fronted L/C Participants, as applicable, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the applicable Issuing Lenders, an amount in cash equal to the aggregate amount of all outstanding Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Maturity Date and (C) except with respect to drawings made under issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.8 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or prior before the day that is two Business Days before the Nonrenewal Notice Date (A) from the Required Lenders stating that the Required Lenders have elected not to permit such renewal or (B) from any Lender or the Maturity Date, each Fronted L/C Participant shall be released from its obligation to participate in any Fronted Letter of Credit on the Maturity Date; provided, further Borrowers that to the extent the Maturity Date has been extended pursuant to Section 2.8, such cash collateral may be released (subject to the requirements of Section 2.5) to the extent each Issuing Lender has consented to such extension one or more of the Maturity Date or each such Letter of Credit has been replaced and (d) be subject to the Uniform Customs and/or ISP98, as set forth applicable conditions specified in the applicable Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent Section 3.2 is not inconsistent therewith, the laws of the State of New Yorkthen satisfied.