Common use of The Letters of Credit Clause in Contracts

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Prior to the Closing Date, the Existing Issuing Banks have issued the Existing Letters of Credit which from and after the Closing Date shall constitute Letters of Credit hereunder. Each Issuing Bank (other than the Existing Issuing Banks) severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower in support of obligations (but in connection with the business including, without limitation, performance, bid and similar bonding obligations and credit enhancement) of the Borrower or any of and its Subsidiaries) Affiliates, from time to time on any Business Day during the period from the Effective Date until 30 days the Business Day before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time; provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $200,000,000; provided, further, that neither Bank of America, National Association, nor SunTrust Bank shall be required, without the consent of such Issuing Bank, to issue Letters of Credit in excess of $100,000,000 outstanding for each such Issuing Bank. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days Day before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(b); provided, however, that neither Bank of America, National Association, nor SunTrust Bank shall be required to issue Letters of Credit in excess of $100,000,000 outstanding for each such Issuing Bank.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the Termination Date Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) for each such Letter of Credit denominated in an Alternative Currency not to exceed the Unused exceed, together with all other outstanding Letters of Credit, Letter of Credit Advances and Revolving Credit Commitments Advances denominated in an Alternative Currency, the Alternative Currency Sublimit. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Lenders at such timeLoan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date, or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars and in Letter of Credit Foreign Currencies for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date in respect of the Revolving Credit Facility shall be cash-collateralized in the applicable currency in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date in respect of the Revolving Credit Facility) in an aggregate Reserved Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in respect of the case of a Standby Letter of Credit, one year after the date of issuance thereofRevolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).proposed

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) BRW from time to time on any Business Day during the period from the Effective Date date hereof until 30 days 5 Business Days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The 2004 Letters of Credit and all Letters of Credit issued for the account of BRW or BCSI under Section 2.01(d) of the Existing Credit Agreement and outstanding on the Effective Date shall for all purposes be deemed to have been issued hereunder and shall constitute use of the Letter of Credit Facility. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of 30 days 5 Business Days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the such Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date). If either a Notice of Renewal is not given by the such Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the such Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower BRW may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d). BCSI may not request the issuance of any new Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, so long as no Suspension Event, Default or Event of Default has occurred and is continuing with respect to the Applicable Account Party, the Issuing Bank will, at any time and from time to time on and after the Restatement Effective Date and prior to the seventh day prior to the Expiration Date, and upon request on behalf of the Applicable Account Party in accordance with the provisions of Section 2.2(a), issue (for the account of such Account Party one or cause its Affiliate that is a commercial bank to issue on its behalf) more irrevocable standby letters of credit in a form customarily used or otherwise approved by the Issuing Bank (together with the Existing Letters of Credit referred to in Section 2.03(f)all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for , it being understood that all Existing Letters of Credit shall be deemed to have been issued pursuant hereto and a “Letter of Credit” hereunder, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof). Notwithstanding the foregoing: (a) The Issuing Bank shall not to exceed at issue, and no Credit Party will request the issuance of, any time the Letter of Credit Facility hereunder if at such the time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter issuance of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed and after giving effect thereto, either (i) the Unused Revolving Credit Commitments of the Lenders at such time. No aggregate Letter of Credit shall have an expiration date Exposure would exceed the lesser of (including all rights x) the Total Commitment and (y) the aggregate Collateral Value, (ii) the total Letter of Credit Exposure with respect to the Applicable Account Party would exceed the Collateral Value of the Borrower or Collateral of such Account Party, (iii) any Lender’s Pro Rata Share of the beneficiary to require renewal) later than the earlier Available Amount of 30 days before the Termination Date and (A) in the case of a Standby such Letter of CreditCredit would exceed such Lender’s Unused L/C Commitment, one year (iv) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewedissuance; provided, however, that even in a Letter of Credit may, if requested on behalf of the absence Applicable Account Party, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of receipt of a Notice of Renewal one year or less unless and until the relevant Issuing Bank may in its discretion, unless instructed shall have delivered a notice of nonrenewal to the contrary by beneficiary of such Letter of Credit, (v) such Letter of Credit is to be denominated in a currency other than U.S. dollars, or (vi) the Paying Agent or the Borrower, deem that a Notice expiry date of Renewal had been timely delivered and in such case, a Notice Letter of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of Credit would occur after the Letter of Credit Facility, and subject Expiration Date. (b) The Issuing Bank shall be under no obligation to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay issue any Letter of Credit Advances resulting if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from drawings thereunder pursuant issuing such Letter of Credit, or any Requirements of Law applicable to Section 2.03(cthe Issuing Bank or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of additional Letters letters of credit generally or such Letter of Credit under this in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Restatement Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Restatement Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it, (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 2.01(c)3.1 (if applicable) or Section 3.2 are not then satisfied (or have not been waived in writing as required herein) or (iii) such Letter of Credit shall be payable upon presentation of other than sight drafts or certificates. (c) The Issuing Bank shall have no obligation to issue any letter of credit which is unsatisfactory in form, substance or beneficiary to the Issuing Bank in the exercise of its reasonable judgment consistent with its customary practice.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitations set forthforth in Section 2.01(b) and Section 2.04(b) and (c), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, and to amend or extend Letters of Credit previously issued by it in accordance with the terms hereof, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and Issuing Bank. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and of the relevant Issuing Bank (Aas in effect on the date of issuance of the applicable Letter of Credit). (iii) If the Company so requests in the case any Letter of Credit Agreement for a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior may, in its sole discretion, agree to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with issue a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall has automatic extension provisions (x) require the Issuing Bank each, an “Auto-Extension Letter of Credit”); provided that issued any such Standby Auto-Extension Letter of Credit must permit the relevant Issuing Bank to give 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 named thereof not later than a day (the “Non-Extension Notice Date”) in each such Standby twelve- month period to be agreed upon at the time such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the relevant Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date that is not later than the 30th day prior to the then scheduled Termination Date (as in effect on the date on which it otherwise would have been automatically renewedof issuance of the applicable Letter of Credit) of such Issuing Bank; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may shall not permit any such extension if (A) it has determined that it would not be permitted at such time to issue such Letter of Credit in its discretion, unless instructed revised form (as extended) pursuant to the contrary terms of this Agreement (by reason of the Paying provisions of Section 2.04(b) 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 Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the BorrowerCompany that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing the relevant Issuing Bank not to have been so delivered for all purposes under this Agreement. permit such extension. (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall issue, amend or renew any Letter of Credit if after giving effect thereto the Letter of Credit Outstandings exceeds an amount equal to the lesser of (x) the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings. Each Letter of Credit shall be denominated in Dollars or an Alternate Currency. (c) No Issuing Bank shall be obligated to issue, amend or renew any Letter of Credit if: (i) after giving effect thereto the Letter of Credit Outstandings with respect to Letters of Credit issued by such Issuing Bank would exceed an amount equal to the lesser of (x) such Issuing Bank’s L/C Percentage of the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings; (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or renewing 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 such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or renewal 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (d) No Issuing Bank shall be obligated to issue any Letter of Credit if: (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (ii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (iii) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (e) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (f) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (g) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company or another Person designated by the Company, the Company shall be obligated to reimburse the relevant Issuing Bank hereunder for any and all drawings under each Letter of Credit issued by it. The Company hereby acknowledges that the issuance, amendment and renewal of Letters of Credit for the account of its Subsidiaries or such other Persons designated by the Company inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries or such other Persons designated by the Company. (h) Unless otherwise expressly agreed by the applicable Issuing Bank and the Company when a Letter of Credit is issued by it (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the UCP shall apply to each Trade Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to any Borrower for, and no Issuing Bank’s rights and remedies against any Borrower shall be impaired by, any action or inaction of any Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Section 2.01(cAgreement, including the law or any order of a jurisdiction where any Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (i) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

The Letters of Credit. Each Prior to the Closing Date, Citibank, N.A. has issued the Existing Letters of Credit, which, from and after the Closing Date, shall constitute Letters of Credit hereunder. The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the letters of credit issued on or after the Closing Date pursuant to this Agreement, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, collectively, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but Borrowers or, subject to the second proviso in connection with this sentence below, for the business benefit of the Borrower or any of its Subsidiaries) G-I Holdings from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination fifth anniversary of the Closing Date in respect of the Revolving Credit Facility in an aggregate Available Amount Amount, after giving effect to the proposed Letter of Credit (i) for all Letters of Credit not to exceed at any time the amount of the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time; provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $150,000,000; and provided, further, however, that the issuance of any Future G-I Letter of Credit, and the renewal of any Future G-I Letter of Credit which increases the stated amount of such Future G-I Letter of Credit, shall be subject to compliance with Section 5.02(g). No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier date agreed to by the Issuing Bank and the Borrowers in respect of 30 days before the Termination Date such Letter of Credit and (A) in the case of a Standby Letter of Credit, shall not have an expiration date later than the earlier of (1) ten days prior to the fifth anniversary of the Closing Date and (2) the date which is one year after from the date of issuance thereofof such Standby Letter of Credit, but may by its terms be renewable annually upon notice provided that the immediately preceding clause (a “Notice of Renewal”2) given to the shall not prevent any Issuing Bank from agreeing that issued a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Bank elects not to extend for any such additional period; and provided, further, that such Issuing Lender shall elect not to extend any such Standby Letter of Credit if it has knowledge that a Default or Event of Default has occurred and is continuing at the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless time such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on must elect whether or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew allow such Standby Letter of Credit (a “Notice of Termination”) extension, and (B) in the case of a Trade Letter of Credit, 30 shall not have an expiration date later than 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). The Borrowers agree that, on or prior to the fourteenth day before the Termination Date, the Borrowers shall deposit (on terms and conditions reasonably satisfactory to the respective Issuing Bank) in a collateral account designated by such Issuing Bank an amount equal to 103% of the aggregate Available Amount of all Letters of Credit (if any are issued by such Issuing Bank and then outstanding) which have an expiration date later than the fifth anniversary of the Closing Date.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility $40,000,000 at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided, however, that the aggregate Available Amount of all Letters of Credit outstanding at such time (together with the aggregate principal amount of all Revolving Credit Advances and the aggregate principal amount of all Swing Line Advances then outstanding) shall not exceed the Borrowing Base then in effect. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 5 Business Days before the Termination Date and (A) in unless cash collateral is provided for the case full face amount of a Standby the Letter of Credit, Credit prior to such date) and one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination DateDate (unless cash collateral is provided for the full face amount of the Letter of Credit prior to such date). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (a) one year after its date of issuance and (b) the 60th day prior to the Termination Date and (A) in respect of the case of a Standby Letter of Credit, one year after the date of issuance thereofRevolving Credit Facility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d). Notwithstanding anything to the contrary contained herein or in the Existing Letter of Credit (including any automatic renewal provision), the Existing Letter of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letter of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents and Xxxxxx Bank shall be deemed an Issuing Bank for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"NOTICE OF TERMINATION"; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination”Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 The Letter of Credit Subfacility. (a) On the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfi) letters of credit each Issuing Lender agrees, (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time time, on any Business Day during the period from the Effective Closing Date until to the date which is 30 days before prior to the Revolving Termination Date in an aggregate Available Amount to issue (ix) for all irrevocable sight standby Letters of Credit not (each such standby Letter of Credit, a "Standby Letter of Credit") for the account of the Borrower and (y) irrevocable sight commercial Letters of Credit (each such commercial Letter of Credit, a "Trade Letter of Credit" and each such Trade Letter of Credit and each Standby Letter of Credit (including the Existing Letter of Credit), a "Letter of Credit") for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Sections 3.02(b), 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the RL Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided, however, that no Issuing Lender shall issue any Letter of Credit if as of the date of, and after giving effect to, the issuance of such Letter of Credit, (x) the aggregate amount of all Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the aggregate principal amount of all Revolving Loans and all Swingline Loans shall exceed at any time the Aggregate Revolving Commitment or (y) the Letter of Credit Facility at such time Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and (iisimultaneously with the incurrence of, the respective incurrence of Revolving Loans) for all shall exceed the Letter of Credit Commitment. All Letters of Credit issued by such shall be denominated in Dollars. Notwithstanding the foregoing, in the event a Lender Default exists, no Issuing Bank not Lender shall be required to exceed at issue any time such Issuing Bank’s Letter of Credit unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by Cash Collateralizing such Defaulting Lender's or Lenders' Revolving Commitment at Percentage of the Letter of Credit Obligations. Notwithstanding anything to the contrary contained herein, Fleet National Bank shall be the Issuing Lender only in respect of the Existing Letter of Credit and with the Existing Letter of Credit being deemed issued for all purposes of this Agreement on the Closing Date. (b) No Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such time and Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (iiiwhether or not having the force of law) for each from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender -49- refrain from, the issuance of letters of credit generally or such Letter of Credit not in particular or shall impose upon such Issuing Lender with respect to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date or shall have an expiration date impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it; (including all rights of ii) such Issuing Lender has received written notice from the Required Lenders, the Administrative Agent, the Borrower or any other Credit Party on or prior to the beneficiary Business Day prior to require renewalthe requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) later the expiry date of any requested Letter of Credit (x) is more than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter Letters of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter Letters of Credit, 30 180 days after the date of issuance thereof; provided that issuance, unless (in each case) the terms of each Standby Required Lenders, the Administrative Agent and the respective Issuing Lender have approved such expiry date in writing or (y) is later than the 30th day prior to the Revolving Termination Date; (iv) any requested Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named not in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior form and substance acceptable to the date such Standby Letter respective Issuing Lender, or the issuance, of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewedviolate any applicable policies of such Issuing Lender; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in or (v) such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)is in a face amount less than $100,000.

The Letters of Credit. Each Issuing Bank severally agrees, on 3.1 The Letter of Credit Subfacility. (a) On the terms and -------------------------------- conditions hereinafter set forthforth herein (i) the Issuing Bank agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Loan Availability Date until 30 days before to the Revolving Termination Date to issue Letters of Credit for the account of each Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), in an aggregate Available Dollar Equivalent Amount (i) for all Letters of Credit not to exceed at any time the Letter L/C Commitment, and (B) to honor drafts under the Letters of Credit Facility at such time Credit; and (ii) for all the Banks severally agree to participate in Letters of Credit issued by such Issued for the account of each Borrower; provided, that the -------- Issuing Bank shall not be obligated to exceed at Issue, and no Bank shall be obligated to participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if as of the date of Issuance of such Letter of Credit not to and after giving affect thereto (the "Issuance Date") (1) the ------------- Effective Amount of all outstanding Revolving Loans plus the Effective Amount of ---- all Swingline Loans plus the Effective Amount of all L/C Obligations, shall ---- exceed the Unused Revolving Credit Commitments Aggregate Commitment; (2) the Effective Amount of the Lenders at Revolving Loans of any Bank plus the participation of such timeBank in the Effective Amount of all ---- Swingline Loans plus the participation of such Bank in the Effective Amount of ---- all L/C Obligations, shall exceed such Bank's Commitment; or (3) the Effective Amount of all L/C Obligations shall exceed the L/C Commitment. No Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, any Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The Issuing Bank is under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall have an expiration date (including all rights of by its terms purport to enjoin or restrain the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular; (ii) the Issuing Bank has received written notice from any Bank, the Agent or any Loan Party, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit is (A) more than one year after the date of issuance thereofIssuance, but may by its terms be renewable annually upon notice unless the Majority Banks have approved such expiry date in writing, or (a “Notice of Renewal”B) given to after the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Revolving Termination Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and upon fulfillment substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the applicable conditions set forth in Article III unless such Issuing Bank has notified Bank; (v) any standby Letter of Credit is for the Borrower purpose of supporting the issuance of any letter of credit by any other Person; or (with a copy to the Paying Agentvi) on or prior to the date for notice of termination set forth in such Letter of Credit but is in any event at least 45 Business Days prior to a face amount less than $1,000,000 (or the date Dollar Equivalent Amount thereof in an Offshore Currency, as determined as of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Computation Date for an Offshore Currency Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event or to be extended to denominated in a date later currency other than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower Dollars or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)an Offshore Currency.

The Letters of Credit. Each Issuing The Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (LOCs, and amend the expiry, amount or cause its Affiliate that is a commercial bank to issue on its behalf) letters operative language of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)LOCs, the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Applicant on any Business Day from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the Termination Date in an aggregate Available Amount Date; provided that: (a) the Bank shall not have any obligation to issue or amend the expiry, amount or language of any LOC if (i) for all Letters of the aggregate Credit not Exposure (after giving effect to such issuance, extension, or increase) would exceed at any time the Letter of Credit Facility at such time and Commitment Amount, or (ii) for all Letters of Credit issued by such Issuing issuance or amendment would conflict with or cause the Bank not to exceed any limit imposed by applicable law or any applicable requirement hereof; (b) each LOC shall be denominated in dollars or in an Alternate Currency and shall be in a face amount not less than the Dollar Equivalent of $25,000 (or such lesser amount as the Bank may agree); (c) each LOC shall be payable only against sight drafts or demands for payment at any sight (and not provide for acceptance of time such Issuing Bank’s Letter drafts or incurrence of Credit Commitment at such time and deferred payment undertakings); (iiid) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit no LOC shall have an a scheduled expiration date (including all rights of the Borrower applicable Applicant or the beneficiary Beneficiary to require renewalextension thereof) later than the earlier of 30 days before the Termination Date and (Ai) in the case of a Standby Letter of Credit, one year after three (3) years from the date of issuance thereof, but and (ii) the Final LOC Expiration Date; provided that any LOC may by its terms be renewable automatically extendible annually upon notice for additional one-year periods (a “Notice of Renewal”) given provided that the Bank shall not permit any such extension to take effect that extends the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the expiration date of such LOC beyond the proposed renewal of Final LOC Expiration Date); provided, further that the Bank shall not permit any such Standby Letter of Credit and upon fulfillment of automatic extension if it has determined that such extension would not be permitted, or the applicable conditions set forth Bank would have no obligation, at such time to issue such LOC as extended under the terms hereof, in Article III unless such Issuing which case the Bank has notified shall notify the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal Beneficiary thereof of its election not to renew extend such Standby Letter of Credit LOC (a “Notice of Termination”) and (B) in which the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit agrees to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire do on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits terms of Section 2.02(c)), and (e) each LOC shall be a Permitted LOC. At the request of any Applicant, LOCs may be issued in accordance with this Agreement to support obligations of any Subsidiary Account Party that is a Subsidiary of such Applicant; provided that such Applicant represents, warrants and agrees, without limiting any Obligations of such Applicant hereunder, that: (i) such Subsidiary Account Party has consented to its being referred to abovein such LOC or otherwise as the “applicant”, “account party”, “client”, or “customer” at whose request or for whose account such LOC is issued; (ii) such Subsidiary Account Party has consented to its not having any rights under this Agreement (including any right to request that the Bank issue or amend such LOC or that the Bank dispose of any documents presented under such LOC (or any goods represented thereby) in any particular manner) and to the Bank’s treating such Applicant as the sole Person entitled to exercise such rights with respect to such LOC; (iii) such Subsidiary Account Party is a direct or indirect majority-owned subsidiary of the Company at the time of issuance of such LOC (or of any increase or extension thereof); (iv) such Subsidiary Account Party is bound by all the limitations of liability and exculpations in the Bank’s favor contained herein and subject to all the rights and remedies in the Bank’s favor referred to herein as if it were such Applicant; and (v) the Bank shall not be required to send any notice hereunder to such Subsidiary Account Party, but if the Bank in its sole discretion chooses to do so, the Borrower Bank may request the issuance send such notice as provided herein care of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant such Applicant and such notice shall be effective as if given to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)such Subsidiary Account Party.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days before the Termination Date for the Revolving Credit Facility and (AB)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (BII) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 The Letter of Credit Subfacility. -------------------------------- (a) On the terms and conditions hereinafter set forthforth herein (i) each Issuing Bank agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the Revolving Termination Date in an aggregate Available Amount (i) for all to issue Letters of Credit not for the account of the Company, the Parent, or any Subsidiary (provided such Subsidiary is also a Guarantor), and to exceed at any time the Letter amend or renew Letters of Credit Facility at such time previously issued by it, in accordance with Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit previously issued by it; and (ii) for all the Banks severally agree to participate in Letters of Credit issued by such Issued for the account of the Company, the Parent, and its Subsidiaries; provided, that no -------- Issuing Bank not shall be obligated to exceed at Issue, and no Bank shall be obligated to participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if as of the date of Issuance of such Letter of Credit not to exceed (the Unused "Issuance Date") (1) the Effective Amount of all L/C ------------- Obligations plus the Effective Amount of all Revolving Credit Commitments Loans exceeds the combined Commitments, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Lenders at Revolving Loans of such timeBank exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) No Issuing Bank is under any obligation to Issue, and no Bank shall be obligated 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 the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or the Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested commercial documentary Letter of Credit is (A) more than 364 days after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) more than 90 days after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested standby Letter of Credit is (A) more than 364 days after the date of Issuance, unless the Majority Banks have approved such expiry date in writing, or (B) more than 90 days after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall have an expiration date (including all rights violate any applicable policies of the Borrower Issuing Bank; (vi) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; (vii) any such Letter of Credit (other than standby Letters of Credit supporting the Company's, the Parent's, or any Subsidiary's obligations under space leases) is in a face amount less than the Equivalent Amount of $10,000; (viii) the Effective Amount of all commercial documentary Letters of Credit exceeds $15,000,000 or the beneficiary to require renewal) later than the earlier Effective Amount of 30 days before the Termination Date and all standby Letters of Credit exceeds $5,000,000; or (Aix) in the case of Letters of Credit denominated in an Offshore Currency, the Company has not effectively hedged its exposure thereunder by means of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Swap Contract. If Issuing Bank that issued such Standby declines to issue a Letter of Credit and for the Paying Agent on reasons specified in Section (i), (ii) or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such (v) above, Issuing Bank has notified the Borrower (with a copy shall provide written notice to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)Company.

The Letters of Credit. Each Issuing Bank severally agrees, on (a) Upon the terms and subject to the --------------------- conditions hereinafter set forthof this Agreement, and in reliance upon the representations, warranties and covenants of the Company made herein, the Bank agrees to issue, to issue the extent permitted by law and the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500 (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing any successor thereto), one or more Letters of Credit referred to in Section 2.03(f), on the “Letters of Credit”) in U.S. dollars application and for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day Company, during the period from the Effective Date until 30 days before date hereof to the Revolving Credit Termination Date in an Date, provided that the Stated Amount of Letters of -------- Credit outstanding at any time, plus the ---- aggregate Available Amount amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time be the lesser of (i) $5,000,000 or (ii) when added to the outstanding amount of Revolving Loans at such time, exceed the Borrowing Base; and provided further that at the time the Company requests the issuance of -------- ------- a Letter of Credit and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Company to the Bank, for the account of the Bank, and shall bear interest at the rate then applicable to Revolving Loans that are LIBOR Loans, and, if not paid forthwith shall, to the extent there is availability under the Borrowing Base, be added to the Revolving Loans and shall be immediately due and payable upon the maturity of the Revolving Loans. The issuance of any such Letter of Credit shall result in a reduction of availability under the Borrowing Base in accordance with Section 2.1. In addition, all Letters of Credit shall have a stated expiration date not to exceed at any time the 365 days. A Letter of Credit Facility at such time may, subject to the terms and (ii) conditions of this Agreement, be renewed for all Letters of Credit issued by such Issuing Bank an additional period not to exceed at any time such Issuing Bank’s 365 days. Each Letter of Credit Commitment at such time and (iii) for each such Letter of Credit shall, in any event, expire not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of Revolving Credit Termination Date. (b) In order to evidence such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter Letters of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by shall enter into, with the relevant Issuing Bank pursuant to the immediately preceding sentenceBank, such Standby Letter of Credit shall expire on agreements and execute such instruments and documents as the date on which it otherwise would have been automatically renewed; providedBank requires, howeverincluding, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such casebut not limited to, a Notice letter of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, credit application and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)agreement.

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf1) letters of credit (together with each L/C Issuer agrees, in reliance upon the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account agreements of the Borrower other Revolving Credit Lenders set forth in this Section 2.03, (but in connection with the business of the Borrower or any of its Subsidiariesx) from time to time on any Business Day during the period from the Fourth A&R Refinancing Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (iiy) for all to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such Issuing L/C Issuer would exceed, in the case of (i) Barclays Bank not PLC, $25,000,000 and (ii) Bank of America, N.A., $25,000,000. Within the foregoing limits, and subject to exceed at the US-DOCS\79529473.13 terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer shall be under no obligation to issue any time such Issuing Bank’s Letter of Credit Commitment at if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such time and L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (iiiwhether or not having the force of law) for each from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit not in particular or shall impose upon such L/C Issuer with respect to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Fourth A&R Refinancing Effective Date, or shall have an impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Fourth A&R Refinancing Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby such requested Letter of Credit, one year Credit would occur more than twelve months after the date of issuance thereofor last renewal, but may by its terms be renewable annually upon notice unless the Required Lenders have approved such expiration date; (a “Notice C) the expiration date of Renewal”) given to the Issuing Bank that issued such Standby requested Letter of Credit and would occur after applicable Letter of Credit Expiration Date, unless all the Paying Agent on or prior to any date for notice Revolving Credit Lenders have approved such expiration date; or (D) the issuance of renewal set forth in such Letter of Credit but in would violate any event at least three Business Days prior Laws binding upon such L/C Issuer. (iii) An L/C Issuer shall be under no obligation to the date of the proposed renewal of such Standby amend any Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless if (A) such Issuing Bank has notified the Borrower (with a copy L/C Issuer would have no obligation at such time to the Paying Agent) on or prior to the date for notice of termination set forth in issue such Letter of Credit but in any event at least 45 Business Days prior to its amended form under the date terms hereof, or (B) the beneficiary of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in does not accept the case of a Trade proposed amendment to such Letter of Credit. (iv) The Borrower, 30 days after the date Revolving Credit Lenders and the L/C Issuers acknowledge the issuance of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter Existing Letters of Credit prior to the date Fourth A&R Refinancing Effective Date and agree that such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Existing Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant are hereby deemed to Section 2.03(c) and request the issuance of additional be Letters of Credit under this Section 2.01(c)issued hereunder. (v) Notwithstanding anything herein to the contrary, neither Barclays Bank PLC nor any of its branches or Affiliates shall be required to issue any commercial Letters of Credit hereunder.

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in respect of the Letter of Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (a) one year after its date of issuance and (b) the 60th day prior to the Termination Date and (A) in respect of the case of a Standby Letter of Credit, one year after the date of issuance thereofRevolving Credit Facility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d). Notwithstanding anything to the contrary contained herein or in the Existing Letter of Credit (including any automatic renewal provision), the Existing Letter of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letter of Credit.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitation set forthforth in Section 2.01(b), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an of such Issuing Bank, provided that the aggregate Available Amount (i) for of all Letters of Credit (including the Dollar Equivalent of the Available Amount of any Letters of Credit denominated in an Alternate Currency) shall not to exceed at any time the lesser of (x) the Letter of Credit Facility at and (y) the aggregate Unused Commitments of Lenders having Termination Dates falling on or after the expiration date of such time and Letter of Credit. Each Letter of Credit shall be denominated in Dollars or an Alternate Currency. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, THIRD AMENDED AND RESTATED CREDIT AGREEMENT or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and (A) as in the case of a Standby Letter of Credit, one year after effect on the date of issuance thereof, but may by its terms be renewable annually upon notice of the applicable Letter of Credit). (a “Notice of Renewal”iii) given to the Issuing Bank that issued such Any Standby Letter of Credit and may provide that it will be automatically renewed annually unless notice is given (1) by the Paying Agent on or prior Company to any date for notice of renewal set forth in such Letter of Credit but in any event at least three the relevant Issuing Bank not less than five Business Days prior to the date of the proposed automatic renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in Credit, that such Letter of Credit but in any event at least 45 will not be renewed, or (2) by the relevant Issuing Bank to the Company not less than thirty Business Days prior to the date of the automatic renewal of such Standby Letter of Credit, of its election not to renew such Standby Letter of Credit; provided, however, that no Issuing Bank shall give such a notice except (A) at any time during the continuance of any Default or (B) if any automatic renewal would extend a Letter of Credit (a “Notice expiration date to later than 30 days prior to the then scheduled Termination Date of Termination”) and (B) such Issuing Bank. In either case in which such notice is given pursuant to the case of a Trade preceding sentence, such Letter of Credit, 30 days after Credit will expire on the date of issuance thereof; it would otherwise have been automatically renewed, provided that the terms of each Standby such Letter of Credit that is automatically renewable annually shall may (xy) require the relevant Issuing Bank that issued such Standby Letter of Credit forthwith to give to the named beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, notice given pursuant to the preceding sentence and (yz) permit such the beneficiary, upon receipt of such noticethe notice under clause (y), to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit would otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall be obligated 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 such 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 such 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective THIRD AMENDED AND RESTATED CREDIT AGREEMENT Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (iv) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (c) Prior to the date hereof, Citibank, N.A. issued certain Existing Letters of Credit under the terms of the Existing Credit Agreement. The parties hereto agree that effective on the Effective Date, each Existing Letter of Credit shall be deemed to be a “Letter of Credit” for all purposes of this Agreement and shall be subject to the provisions hereof (including, without limitation, this Section 2.01(c2.04 and Section 3.04).

The Letters of Credit. (i) From and after the Closing Date, each Existing Letter of Credit shall be deemed to have been issued pursuant to and governed by this Agreement, and each reference herein to “issued” or “issuance” shall be deemed to include such deemed issuance hereunder. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the each Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) denominated in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date Availability Period in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Sublimit and (y) such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. . (ii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days five Business Days before the Termination Revolving Credit Facility Maturity Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but any Letter of Credit with a one-year term may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III automatically, unless such Issuing Bank in its sole discretion has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of L/C Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of L/C Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Termination Revolving Credit Facility Maturity Date, unless in the sole discretion of the Issuing Bank the Available Amount of the Letter of Credit is Cash Collateralized. If either a Notice of Renewal is not given by the Borrower or a Notice of L/C Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even . Subject to the notice requirement in this clause in the absence case of receipt automatic renewable Letters of a Notice of Renewal the relevant Credit, each Issuing Bank may in its discretion, unless instructed sole discretion determine whether to the contrary accept any amendment or renewal of any Letter of Credit proposed by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iii) Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) 2.04 and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars, Euros, Pounds Sterling or, if requested by the Borrower and consented to by the Issuing Bank in its sole discretion (which consent in any case shall be subject to the consent of the Revolving Credit Lenders), another Foreign Currency for the account of the Borrower (but in connection or for the account of an Applicant Subsidiary with the business of the Borrower or any of its Subsidiaries) as a co-applicant from time to time on any Business Day during the period from the Business Day immediately following the Effective Date until the date that is 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (iiA) for all Letters of Credit issued by such any Issuing Bank not to exceed at as of the date of any time issuance of a Letter of Credit such Issuing Bank’s Letter of Credit Commitment at such time (based in respect of any amounts not denominated in Dollars on the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) and (iiiB) not to exceed in the aggregate as of the date of any issuance of a Letter of Credit the aggregate Letter of Credit Commitments at such time, (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time (based in respect of any amounts not denominated in Dollars on the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) and (iii) for each such Letter of Credit denominated in Pounds Sterling, when taken together with all Revolving Credit Advances denominated in Pounds Sterling outstanding at such time, not to exceed the Pounds Sterling Sublimit; provided, however, that in no event shall (A) the aggregate Available Amount for all Standby Letters of Credit as of the date of any issuance of a Standby Letter of Credit exceed $10,000,000 or (B) the aggregate Available Amount for all Trade Letters of Credit as of the date of any issuance of a Trade Letter of Credit exceed $10,000,000; provided further that no Issuing Bank shall be obligated to issue a Trade Letter of Credit in any instance unless such Issuing Bank agrees to do so in such instance in its sole discretion. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 5 Business Days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(g), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(g).

The Letters of Credit. Each Issuing Bank severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, to the Borrower may request that the Bank, in lieu of cash Advances under the Line of Credit, issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters letter of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters each a "Letter of Credit”") in U.S. dollars for the account of the Borrower by delivering to the Bank a completed application and a reimbursement agreement (but a "Reimbursement Agreement") for Letters of Credit in connection with such form as the business of the Borrower or any of its Subsidiaries) Bank may specify from time to time on any by no later than 10:00 a.m., Pittsburgh time, at least three (3) Business Day during Days, or such shorter period as may be agreed to by the period from the Effective Date until 30 days before the Termination Date Bank, in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments advance of the Lenders at such timeproposed date of issuance. No Each Letter of Credit shall have be either a standby letter of credit or a commercial letter of credit and may be denominated in either Dollars or an expiration date (including all rights Optional Currency. Subject to the terms and conditions hereof, the Bank will issue for the account of the Borrower one or the beneficiary to require renewal) later than the earlier more Letters of 30 days before the Termination Date and Credit in Dollars or an Optional Currency provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance in the case of a Standby Letter standby Letters of Credit, one year after Credit and six (6) months from the date of issuance thereofin the case of commercial Letters of Credit, but may by its terms be renewable annually upon notice and (a “Notice of Renewal”B) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any no event at least three expire later than ten (10) Business Days prior to the date Expiration Date, and provided further that in no event shall (i) the Dollar Equivalent amount of Letters of Credit Outstanding exceed, at any one time, $5,000,000 or (ii) the proposed renewal Dollar Equivalent Line of such Standby Credit Usage exceed, at any one time, the Line of Credit Commitment. This Agreement is not a pre-advice for the issuance of a Letter of Credit and upon fulfillment is not irrevocable. (b) Borrower agrees to be bound by the terms of the applicable conditions set forth in Article III unless Bank's letter of credit application and Reimbursement Agreement and the Bank's written regulations and customary practices relating to Letters of Credit. In the event of a conflict between such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on application or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) Reimbursement Agreement and (B) this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of a Trade Letter gross negligence or willful misconduct, the Bank shall not be liable for any error, negligence and/or mistakes, whether of Creditomission or commission, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower following Borrower's instructions or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even those contained in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c)or any modifications, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)amendments or supplements thereto.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business any Account Party on any Letter of the Borrower or any of its Subsidiaries) Credit Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the Termination Date Expiration Date. The agreement of the Issuing Bank in an aggregate Available Amount the preceding sentence includes the agreement of Mellon (iin its capacity as Issuing Bank with respect to the Existing Letters of Credit) for all to maintain the Existing Letters of Credit not as Letters of Credit hereunder. From and after the Effective Date, the Existing Letters of Credit shall be Letters of Credit hereunder. Letters of Credit may be issued as Intercompany Letters of Credit or Third Party Letters of Credit, subject to exceed the terms and conditions of this Agreement. The Issuing Bank shall have no obligation to issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to Exposure would exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time and Amount, or (iiib) for each any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Lenders total Unused LC Commitment Amounts of the Banks at such time. No Letter of Credit time (as such amount shall have an expiration date (including all rights of be advised by the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit and hereunder if the Paying Agent on or prior to any date for notice Available Amount of renewal set forth in such Letter of Credit but in any event at least three Business Days prior exceeds, immediately before the time of such issuance, an amount equal to the date total Unused LC Commitment Amounts of the proposed renewal of Banks at such Standby Letter of Credit and upon fulfillment of time (as such amount shall be advised by the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Administrative Agent to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given as contemplated by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).2.02

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfissue) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence expiration date of receipt any Letter of a Notice Credit may be automatically extended, by its terms, for periods of Renewal up to one year but not later than the relevant Issuing Bank may in its discretion, unless instructed to 30th day before the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTermination Date. Within the limits of the Letter of Credit Facility, and subject to the limits limitations referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c)2.01(d) in amounts no less than $250,000 (or such lesser amount as may be agreed to by the Issuing Bank) for each such Letter of Credit, repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.03(c) ), and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d), subject to the foregoing limitations. All Existing Letters of Credit, as listed on Schedule III attached hereto, shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions of this Agreement.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitation set forthforth in Section 2.01(b), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an of such Issuing Bank, provided that the aggregate Available Amount (i) for of all Letters of Credit (including the Dollar Equivalent of the Available Amount of any Letters of Credit denominated in an Alternate Currency) shall not to exceed at any time the lesser of (x) the Letter of Credit Facility at and (y) the aggregate Unused Commitments of Lenders having Termination Dates falling on or after the expiration date of such time and Letter of Credit. Each Letter of Credit shall be denominated in Dollars, a currency specifically listed in the definition of Alternate Currency or, subject to Section 1.07, another Alternate Currency. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and (A) as in the case of a Standby Letter of Credit, one year after effect on the date of issuance thereof, but may by its terms be renewable annually upon notice of the applicable Letter of Credit). (a “Notice of Renewal”iii) given to the Issuing Bank that issued such Any Standby Letter of Credit and may provide that it will be automatically renewed annually unless notice is given (1) by the Paying Agent on or prior Company to any date for notice of renewal set forth in such Letter of Credit but in any event at least three the relevant Issuing Bank not less than five Business Days prior to the date of the proposed automatic renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in Credit, that such Letter of Credit but in any event at least 45 will not be renewed, or (2) by the relevant Issuing Bank to the Company not less than thirty Business Days prior to the date of the automatic renewal of such Standby Letter of Credit, of its election not to renew such Standby Letter of Credit; provided, however, that no Issuing Bank shall give such a notice except (A) at any time during the continuance of any Default SECOND AMENDED AND RESTATED CREDIT AGREEMENT or (B) if any automatic renewal would extend a Letter of Credit (a “Notice expiration date to later than 30 days prior to the then scheduled Termination Date of Termination”) and (B) such Issuing Bank. In either case in which such notice is given pursuant to the case of a Trade preceding sentence, such Letter of Credit, 30 days after Credit will expire on the date of issuance thereof; it would otherwise have been automatically renewed, provided that the terms of each Standby such Letter of Credit that is automatically renewable annually shall may (xy) require the relevant Issuing Bank that issued such Standby Letter of Credit forthwith to give to the named beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, notice given pursuant to the preceding sentence and (yz) permit such the beneficiary, upon receipt of such noticethe notice under clause (y), to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit would otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall be obligated 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 such 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 such 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (iii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (iv) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (c) Prior to the date hereof, Citibank, N.A. and The Bank of Nova Scotia have each issued certain Existing Letters of Credit under the terms of the Existing Credit Agreement. The parties hereto agree that effective on the Effective Date, each Existing Letter of Credit shall be deemed to be a “Letter of Credit” for all purposes of this Agreement and shall be subject to the provisions hereof (including, without limitation, this Section 2.01(c2.04 and Section 3.04).

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause issue, and any such Issuing Bank may in its Affiliate that is a commercial bank to issue on its behalf) discretion and in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Sublimit at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Administrative Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof, provided that Letters of Credit having an aggregate Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the date of issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date; provided further that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before prior to the Termination Date and (A) of Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit so requested to be issued or amended complies with the conditions set forth in the case of a Standby preceding sentence. The Issuing Bank may, in its sole discretion, renew such Letter of Credit, one year after the date of issuance thereof, but may by its terms and such renewal shall in any case be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementspecified herein. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(c), repay any . (ii) Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.03(cthe terms of this Agreement. Effective as of the Effective Date, the lenders under the Existing Credit Agreement (the “Existing Lenders”) will be deemed to have sold and request transferred an undivided interest and participation, pro rata to such Existing Lender’s “Commitment” under the issuance Existing Credit Agreement, in respect of additional the Existing Letters of Credit and each Lender under this Section 2.01(c)Agreement will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such Existing Letters of Credit, equal to such Lender’s Ratable Share.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitations set forthforth in Section 2.01(b) and Section 2.04(b) and (c), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, and to amend or extend Letters of Credit previously issued by it in accordance with the terms hereof, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and Issuing Bank. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and of the relevant Issuing Bank (Aas in effect on the date of issuance of the applicable Letter of Credit). FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (iii) If the Company so requests in the case any Letter of Credit Agreement for a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior may, in its sole discretion, agree to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with issue a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall has automatic extension provisions (x) require the Issuing Bank each, an “Auto-Extension Letter of Credit”); provided that issued any such Standby Auto-Extension Letter of Credit must permit the relevant Issuing Bank to give 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 named thereof not later than a day (the “Non-Extension Notice Date”) in each such Standby twelve-month period to be agreed upon at the time such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the relevant Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date that is not later than the 30th day prior to the then scheduled Termination Date (as in effect on the date on which it otherwise would have been automatically renewedof issuance of the applicable Letter of Credit) of such Issuing Bank; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may shall not permit any such extension if (A) it has determined that it would not be permitted at such time to issue such Letter of Credit in its discretion, unless instructed revised form (as extended) pursuant to the contrary terms of this Agreement (by reason of the Paying provisions of Section 2.04(b) 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 Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the BorrowerCompany that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing the relevant Issuing Bank not to have been so delivered for all purposes under this Agreement. permit such extension. (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall issue, amend or renew any Letter of Credit if after giving effect thereto the Letter of Credit Outstandings exceeds an amount equal to the lesser of (x) the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings. Each Letter of Credit shall be denominated in Dollars or an Alternate Currency. (c) No Issuing Bank shall be obligated to issue, amend or renew any Letter of Credit if: (i) after giving effect thereto the Letter of Credit Outstandings with respect to Letters of Credit issued by such Issuing Bank would exceed an amount equal to the lesser of (x) such Issuing Bank’s L/C Percentage of the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings; FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or renewing 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 such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or renewal 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (d) No Issuing Bank shall be obligated to issue any Letter of Credit if: (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (ii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (iii) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (e) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (f) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (g) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company or another Person designated by the Company, the Company shall be obligated to reimburse the relevant Issuing Bank hereunder for any and all drawings under each Letter of Credit issued by it. The Company hereby acknowledges that the issuance, amendment and renewal of Letters of Credit for the account of its Subsidiaries or such other Persons designated by the Company inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries or such other Persons designated by the Company. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (h) Unless otherwise expressly agreed by the applicable Issuing Bank and the Company when a Letter of Credit is issued by it (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the UCP shall apply to each Trade Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to any Borrower for, and no Issuing Bank’s rights and remedies against any Borrower shall be impaired by, any action or inaction of any Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Section 2.01(cAgreement, including the law or any order of a jurisdiction where any Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (i) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date July 17, 2005 in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. ; provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $5 million .. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date July 17, 2005 and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateJuly 17, 2005. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf1) letters of credit (together with each L/C Issuer agrees, in reliance upon the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account agreements of the Borrower other Revolving Credit Lenders set forth in this Section 2.03, (but in connection with the business of the Borrower or any of its Subsidiariesx) from time to time on any Business Day during the period from the Refinancing Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (iiy) for all to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further that no L/C Issuer shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such Issuing L/C Issuer would exceed, in the case of (i) Barclays Bank not PLC, $25,000,000 and (ii) Bank of America, N.A., $25,000,000. Within the foregoing limits, and subject to exceed at the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) An L/C Issuer shall be under no obligation to issue any time such Issuing Bank’s Letter of Credit Commitment at if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such time and L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (iiiwhether or not having the force of law) for each from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit not in particular or shall impose upon such L/C Issuer with respect to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Refinancing Effective Date, or shall have an impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Refinancing Effective Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby such requested Letter of Credit, one year Credit would occur more than twelve months after the date of issuance thereofor last renewal, but may by its terms be renewable annually upon notice unless the Required Lenders have approved such expiration date; (a “Notice C) the expiration date of Renewal”) given to the Issuing Bank that issued such Standby requested Letter of Credit and would occur after applicable Letter of Credit Expiration Date, unless all the Paying Agent on or prior to any date for notice Revolving Credit Lenders have approved such expiration date; or (D) the issuance of renewal set forth in such Letter of Credit but in would violate any event at least three Business Days prior Laws binding upon such L/C Issuer. (iii) An L/C Issuer shall be under no obligation to the date of the proposed renewal of such Standby amend any Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless if (A) such Issuing Bank has notified the Borrower (with a copy L/C Issuer would have no obligation at such time to the Paying Agent) on or prior to the date for notice of termination set forth in issue such Letter of Credit but in any event at least 45 Business Days prior to its amended form under the date terms hereof, or (B) the beneficiary of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in does not accept the case of a Trade proposed amendment to such Letter of Credit. (iv) The Borrower, 30 days after the date Revolving Credit Lenders and the L/C Issuers acknowledge the issuance of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter Existing Letters of Credit prior to the date Refinancing Effective Date and agree that such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Existing Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant are hereby deemed to Section 2.03(c) and request the issuance of additional be Letters of Credit under this Section 2.01(c)issued hereunder. (v) Notwithstanding anything herein to the contrary, neither Barclays Bank PLC nor any of its branches or Affiliates shall be required to issue any commercial Letters of Credit hereunder.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Revolving Credit Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 five days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Revolving Credit Borrower or the beneficiary to require renewal) later than the earlier of 30 five days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Revolving Credit Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 five days before the Termination Date. If either a Notice of Renewal is not given by the Revolving Credit Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Revolving Credit Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Revolving Credit Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(e).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Closing Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue or renew (or cause its any Affiliate that is a commercial bank to issue or renew on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. United States dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (Aa) in the case of a Standby Letter of Credit, one year after the date of issuance thereofthereof and (b) the date that is 30 days before the Termination Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank that issued a Letter of Credit pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). Notwithstanding anything to the contrary contained herein or in any Existing Letter of Credit (including any automatic renewal provision), no Existing Letter of Credit may be renewed after the Closing Date and each Existing Letter of Credit shall expire on the expiration date in effect as of the Closing Date without giving effect to any renewal of such Existing Letter of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, so long as no Suspension Event, Default or Event of Default has occurred and is continuing with respect to the Applicable Account Party, the Issuing Bank will, at any time and from time to time on and after the Restatement Effective Date and prior to the seventh day prior to the Expiration Date, and upon request on behalf of the Applicable Account Party in accordance with the provisions of Section 2.02(a), issue (for the account of such Account Party one or cause its Affiliate that is a commercial bank to issue on its behalf) more irrevocable standby letters of credit in a form customarily used or otherwise approved by the Issuing Bank (together with the Existing Letters of Credit referred to in Section 2.03(f)all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). Notwithstanding the foregoing: (a) in U.S. dollars for The Issuing Bank shall have no obligation to issue, and no Credit Party will request the account issuance of, any Letter of Credit hereunder if at the Borrower (but in connection with the business time of the Borrower or any issuance of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount such Letter of Credit and after giving effect thereto, either (i) for all Letters of Credit not to exceed at any time the aggregate Letter of Credit Facility at such time Exposure would exceed the lesser of (x) the Total Commitment and (y) the aggregate Collateral Value, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the total Letter of Credit Commitment at Exposure with respect to the Applicable Account Party would exceed the Collateral Value of the Collateral of such Account Party, or (iii) any Lender’s Pro Rata Share of the Available Amount of such Letter of Credit would exceed such Lender’s Unused L/C Commitment. (b) The Issuing Bank shall have no obligation to issue, and no Credit Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No no Letter of Credit shall have an expiration be issued that by its terms expires later than one year after its date of issuance (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed); provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilitymay, if requested on behalf of the Applicable Account Party, provide by its terms, and subject on terms acceptable to the limits referred Issuing Bank, for renewal for successive periods of one year or less unless and until the Issuing Bank shall have delivered a notice of nonrenewal to above, the Borrower may request the issuance beneficiary of Letters such Letter of Credit Credit; (c) The Issuing Bank shall be under this Section 2.01(c), repay no obligation to issue any Letter of Credit Advances resulting if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from drawings thereunder pursuant issuing such Letter of Credit, or any Requirements of Law applicable to Section 2.03(cthe Issuing Bank or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of additional Letters letters of credit generally or such Letter of Credit under this Section 2.01(c)in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Restatement Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Restatement Effective Date and that the Issuing Bank in good fxxxx xxxxx material to it, or (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 3.01 (if applicable) or 3.02 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above. (d) The Issuing Bank shall have no obligation to issue any letter of credit which is unsatisfactory in form, substance or beneficiary to the Issuing Bank in the exercise of its reasonable judgment consistent with its customary practice.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business any Account Party on any Letter of the Borrower or any of its Subsidiaries) Credit Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the Termination Date in an aggregate Available Amount (i) for all Expiration Date. From and after the Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. The Issuing Bank shall have no obligation to exceed issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time and Exposure would exceed the lesser of (iix) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time Amount and (iiiy) for each the aggregate Collateral Value, or (b) any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Lenders total Unused LC Commitment Amounts of the Banks at such time. No Letter of Credit time (as such amount shall have an expiration date (including all rights of be advised by the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit and hereunder if the Paying Agent on or prior to any date for notice Available Amount of renewal set forth in such Letter of Credit but in any event at least three Business Days prior exceeds, immediately before the time of such issuance, an amount equal to the date total Unused LC Commitment Amounts of the proposed renewal of Banks at such Standby Letter of Credit and upon fulfillment of time (as such amount shall be advised by the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Administrative Agent to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given as contemplated by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).2.02

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 The Letter of Credit Subfacility. (a) On the terms and conditions hereinafter set forthforth herein (i) the Issuing Bank agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to, but not including, the Revolving Termination Date in an aggregate Available Amount (i) for all to issue Letters of Credit not denominated in Dollars or an Offshore L/C Currency for the account of the Company, and to exceed at any time the Letter amend or renew Letters of Credit Facility at such time previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) for all the Banks severally agree to participate in Letters of Credit issued by such Issued for the account of the Company; provided that the Issuing Bank shall not be obligated to exceed at Issue, and no Bank shall be obligated to participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if as of the date of Issuance of such Letter of Credit not to exceed (the Unused Revolving Credit "Issuance Date"): (A) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the aggregate Commitments or (B) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Lenders at Loans of such timeBank exceeds such Bank's Commitment. No Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The Issuing Bank shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall have an expiration date (including all rights of by its terms purport to enjoin or restrain the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faitx xxxxx xxxerial to it and for which the Issuing Bank is not compensated hereunder. (ii) the Issuing Bank has received written notice from any Bank, the Agent or the Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one year or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit is (A) more than 360 days after the date of issuance thereofIssuance, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to unless the Required Banks and the Issuing Bank that issued have approved such Standby Letter of Credit and the Paying Agent on expiry date in writing, or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three (B) after five Business Days prior to the date scheduled Revolving Termination Date, unless all of the proposed renewal of Banks have approved such Standby expiry date in writing; (iv) any requested Letter of Credit and upon fulfillment of the applicable conditions set forth is not in Article III unless such Issuing Bank has notified the Borrower (with a copy form reasonably acceptable to the Paying Agent) on Issuing Bank, or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case Issuance of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits violate any applicable policies of the Issuing Bank; or (v) any standby Letter of Credit Facility, and subject to is for the limits referred to above, the Borrower may request purpose of supporting the issuance of Letters any letter of Credit under this Section 2.01(c), repay credit by any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)other Person.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (LOCs, and amend the expiry, amount or cause its Affiliate that is a commercial bank to issue on its behalf) letters operative language of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)LOCs, the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Applicant on any Business Day from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the Termination Date in an aggregate Available Amount Date; provided that: (a) the Issuing Bank shall not have any obligation to issue or amend the expiry, amount or language of any LOC if (i) for all Letters the aggregate Credit Exposure (after giving effect to such issuance, extension, or increase) would exceed the aggregate Commitment Amount of Credit not to exceed at any time the Letter of Credit Facility at such time and Banks, (ii) for all Letters any Bank's Pro Rata Share of the aggregate Credit issued by Exposure (after giving effect to such Issuing Bank not to issuance or amendment) would exceed at any time such Issuing Bank’s Letter of Credit 's Commitment at such time and Amount, or (iii) for each such Letter of Credit not issuance or amendment would conflict with or cause the Issuing Bank to exceed any limit imposed by applicable law or any applicable requirement hereof; (b) each LOC shall be denominated in dollars or in an Alternate Currency and shall be in a face amount not less than the Unused Revolving Credit Commitments Dollar Equivalent of $25,000 (or such lesser amount as the Lenders Issuing Bank may agree); (c) each LOC shall be payable only against sight drafts or demands for payment at such time. No Letter sight (and not provide for acceptance of Credit time drafts or incurrence of deferred payment undertakings); (d) no LOC shall have an a scheduled expiration date (including all rights of the Borrower applicable Applicant or the beneficiary Beneficiary to require renewalextension thereof) later than the earlier of 30 days before the Termination Date and (Ai) in the case of a Standby Letter of Credit, one year after three (3) years from the date of issuance thereof, but and (ii) the Final LOC Expiration Date; provided that any LOC may by its terms be renewable automatically extendible annually upon notice for additional one-year periods (a “Notice of Renewal”) given to provided that the Issuing Bank shall not permit any such extension to take effect that issued such Standby Letter of Credit and extends the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the expiration date of such LOC beyond the proposed renewal of such Standby Letter of Credit and upon fulfillment of Final LOC Expiration Date); provided, further that the applicable conditions set forth in Article III unless such Issuing Bank shall not permit any such automatic extension if it has notified determined that such extension would not be permitted, or the Borrower (with a copy Issuing Bank would have no obligation, at such time to issue such LOC as extended under the Paying Agent) on or prior to terms hereof, in which case the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to Issuing Bank shall notify the date of automatic renewal Beneficiary thereof of its election not to renew extend such Standby Letter of Credit LOC (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require which the Issuing Bank that issued such Standby Letter of Credit agrees to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire do on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits terms of Section 2.02(c)), and (e) each LOC shall be a Permitted LOC. At the request of any Applicant, LOCs may be issued in accordance with this Agreement to support obligations of any Subsidiary Account Party that is a Subsidiary of such Applicant; provided that such Applicant represents, warrants and agrees, without limiting any Obligations of such Applicant hereunder, that: (i) such Subsidiary Account Party has consented to its being referred to abovein such LOC or otherwise as the "applicant", "account party", "client", or "customer" at whose request or for whose account such LOC is issued; (ii) such Subsidiary Account Party has consented to its not having any rights under this Agreement (including any right to request that the Issuing Bank issue or amend such LOC or that the Issuing Bank dispose of any documents presented under such LOC (or any goods represented thereby) in any particular manner) and to the Issuing Bank's treating such Applicant as the sole Person entitled to exercise such rights with respect to such LOC; (iii) such Subsidiary Account Party is a direct or indirect majority-owned subsidiary of the Company at the time of issuance of such LOC (or of any increase or extension thereof); (iv) such Subsidiary Account Party is bound by all the limitations of liability and exculpations in the Issuing Bank's favor contained herein and subject to all the rights and remedies in the Issuing Bank's favor referred to herein as if it were such Applicant; and (v) the Issuing Bank shall not be required to send any notice hereunder to such Subsidiary Account Party, but if the Issuing Bank in its sole discretion chooses to do so, the Borrower Issuing Bank may request the issuance send such notice as provided herein care of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant such Applicant and such notice shall be effective as if given to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)such Subsidiary Account Party.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the U.S. Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 5 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such 48 43 time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of 30 5 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the U.S. Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(f), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(f).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (AB)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (BII) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the Termination Date Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) for each such Letter of Credit denominated in an Alternative Currency not to exceed the Unused exceed, together with all other outstanding Letters of Credit, Letter of Credit Advances and Revolving Credit Commitments Advances denominated in an Alternative Currency, the Alternative Currency Sublimit. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Lenders at such timeLoan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date, or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitations set forthforth in Section 2.01(b) and Section 2.04(b) and (c), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, and to amend or extend Letters of Credit previously issued by it in accordance with the terms hereof, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and Issuing Bank. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and of the relevant Issuing Bank (Aas in effect on the date of issuance of the applicable Letter of Credit). (iii) If the Company so requests in the case any Letter of Credit Agreement for a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior may, in its sole discretion, agree to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with issue a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall has automatic extension provisions (x) require the Issuing Bank each, an “Auto-Extension Letter of Credit”); provided that issued any such Standby Auto-Extension Letter of Credit must permit the relevant Issuing Bank to give 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 named thereof not later than a day (the “Non-Extension Notice Date”) in each such Standby twelve-month period to be agreed upon at the time such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the relevant Issuing Bank, the Company shall not be required to make a specific request FIFTH AMENDED AND RESTATED CREDIT AGREEMENT to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date that is not later than the 30th day prior to the then scheduled Termination Date (as in effect on the date on which it otherwise would have been automatically renewedof issuance of the applicable Letter of Credit) of such Issuing Bank; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may shall not permit any such extension if (A) it has determined that it would not be permitted at such time to issue such Letter of Credit in its discretion, unless instructed revised form (as extended) pursuant to the contrary terms of this Agreement (by reason of the Paying provisions of Section 2.04(b) 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 Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the BorrowerCompany that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing the relevant Issuing Bank not to have been so delivered for all purposes under this Agreement. permit such extension. (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall issue, amend or renew any Letter of Credit if after giving effect thereto the Letter of Credit Outstandings exceeds an amount equal to the lesser of (x) the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings. Each Letter of Credit shall be denominated in Dollars or an Alternate Currency. (c) No Issuing Bank shall be obligated to issue, amend or renew any Letter of Credit if: (i) after giving effect thereto the Letter of Credit Outstandings with respect to Letters of Credit issued by such Issuing Bank would exceed an amount equal to the lesser of (x) such Issuing Bank’s L/C Percentage of the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings; (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or renewing 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 such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or renewal 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (d) No Issuing Bank shall be obligated to issue any Letter of Credit if: (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (ii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (iii) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (e) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (f) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (g) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company or another Person designated by the Company, the Company shall be obligated to reimburse the relevant Issuing Bank hereunder for any and all drawings under each Letter of Credit issued by it. The Company hereby acknowledges that the issuance, amendment and renewal of Letters of Credit for the account of its Subsidiaries or such other Persons designated by the Company inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries or such other Persons designated by the Company. (h) Unless otherwise expressly agreed by the applicable Issuing Bank and the Company when a Letter of Credit is issued by it (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the UCP shall apply to each Trade Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to any Borrower for, and no Issuing Bank’s rights and remedies against any Borrower shall be impaired by, any action or inaction of any Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Section 2.01(cAgreement, including the law FIFTH AMENDED AND RESTATED CREDIT AGREEMENT or any order of a jurisdiction where any Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (i) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

The Letters of Credit. Each Prior to the Effective Date, the Issuing Bank severally has issued the Existing Letters of Credit, which, from and after the Effective Date, shall constitute Letters of Credit hereunder. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the letters of credit issued on or after the Effective Date pursuant to this Agreement, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, collectively, the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars Dollars for the account of the Borrower (but or, subject to the second proviso in connection with this sentence below, for the business benefit of the Borrower or any of its Subsidiaries) G-I Holdings from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time; provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $100 million; and provided, further, however, that the issuance of any Future G-I Letter of Credit, and the renewal of any Future G-I Letter of Credit which increases the stated amount of such Future G-I Letter of Credit, shall be subject to compliance with Section 5.02(g). No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier date agreed to by the Issuing Bank and the Borrower in respect of 30 days before the Termination Date such Letter of Credit and (A) in the case of a Standby Letter of Credit, shall not have an expiration date later than one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 30 shall not have an expiration date later than 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d). The Borrower agrees that, on or prior to the fourteenth day before the Termination Date, the Borrower shall deposit (on terms and conditions reasonably satisfactory to the Issuing Bank) in a collateral account designated by the Issuing Bank an amount equal to 103% of the aggregate Available Amount of all Letters of Credit then outstanding which have an expiration date later than the Termination Date.

The Letters of Credit. (i) The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, each Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the each Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (iA) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiB) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all an expiration date resulting from any automatic renewal of the previous expiration date or otherwise from the exercise of any rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). (ii) Notwithstanding anything to the contrary contained in this Section 2.01(c) or elsewhere in this Agreement, no Issuing Bank shall be obligated to issue any Letters of Credit at a time when any Lender is a Defaulting Lender unless such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Commitments as to which such Issuing Bank has such actual or potential risk.

The Letters of Credit. Each (a) Prior to the date hereof, the Issuing Bank severally issued each of the Existing Letters of Credit under the terms of the Existing Credit Agreement. The Company and each other Borrower agree that effective on the Effective Date, all Existing Letters of Credit shall for all purposes be deemed to have been issued under this Agreement and shall be subject to the provisions hereof (including, without limitation, this Section 2.04 and Section 3.04). (i) The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (such letters of credit, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “"Letters of Credit”") in U.S. dollars for ----------------- the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, any of its Subsidiaries) Subsidiaries or any other Person, from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Final Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (i) the Letter of Credit Facility at such time and (ii) for all Letters the Unused Commitments of Credit issued by Lenders having Termination Dates falling on or after the expiration date of such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit. Each Letter of Credit Commitment at such time and shall be denominated in Dollars. (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than the earlier of 30 days before the Final Termination Date and (A) as in the case of a Standby Letter of Credit, one year after effect on the date of issuance thereof, but of the applicable Letter of Credit). (iii) Any Standby Letter of Credit may provide that it will be automatically renewed annually unless notice is given (1) by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Company to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three not less than five Business Days prior to the date of the proposed automatic renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in Credit, that such Letter of Credit but in any event at least 45 will not be renewed, or (2) by the Issuing Bank to the Company not less than thirty Business Days prior to the date of the automatic renewal of such Standby Letter of Credit, of its election not to renew such Standby Letter of Credit; provided, however, that -------- ------- the Issuing Bank shall not give such a notice except (A) at any time during the continuance of any Default or (B) if any automatic renewal would extend a Letter of Credit (a “Notice of Termination”) and (B) expiration date to later than 30 days prior to the Final Termination Date. In either case in which such notice is given pursuant to the case of a Trade preceding sentence, such Letter of Credit, 30 days after Credit will expire on the date of issuance thereof; it would otherwise have been automatically renewed, provided that the terms of each Standby such Letter of Credit that is automatically renewable annually shall may (xy) require the -------- Issuing Bank that issued such Standby Letter of Credit forthwith to give to the named beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, notice given pursuant to the preceding sentence and (yz) permit such the beneficiary, upon receipt of such noticethe notice under clause (y), to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit would otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under this Section 2.01(c)3.04.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days five Business Days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No If the Borrower so requests in any applicable Letter of Credit shall have Application, an expiration 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 (including all rights 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 or 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 beneficiary Lenders shall be deemed to require renewalhave authorized (but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date no later than the earlier of 30 days five Business Days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant an Issuing Bank may 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 discretionrevised form (as extended) under the terms hereof, unless instructed 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 Required Lenders have elected not to permit such extension or (2) from the contrary by the Paying Agent Administrative Agent, any Lender or the BorrowerBorrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing such Issuing Bank not to have been so delivered for all purposes under this Agreementpermit such extension. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.03(d)(iii) and request the issuance of additional Letters of Credit under this Section 2.01(c). (ii) Each Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

The Letters of Credit. Each Issuing Bank severally agrees, on 3.1 The Letter of Credit Subfacility. -------------------------------- (a) On the terms and conditions hereinafter set forthforth herein (i) the Issuing Bank agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the Revolving Termination Date in an aggregate Available Amount (i) for all to issue Letters of Credit not for the account of the Company for itself or on behalf of Xxxxxx Xxxx, and to exceed at any time the Letter amend or renew Letters of Credit Facility at such time previously issued by it, in accordance with Sections 3.2(c) and 3.02(d), and (B) to honor drafts under the Letters --------------- ------- of Credit; and (ii) for all the Lenders severally agree to participate in Letters of Credit issued by such Issued for the account of the Company; provided, that the Issuing -------- Bank shall not be obligated to exceed at Issue, and no Lender shall be obligated to participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if as of the date of Issuance of such Letter of Credit not to exceed (the Unused "Issuance Date") (1) the Effective Amount of all L/C ------------- Obligations plus the Effective Amount of all Revolving Credit Commitments Loans exceeds the combined Commitments, (2) the participation of such Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Lenders at Revolving Loans of such timeLender exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. No Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The Issuing Bank is under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall have an expiration date (including all rights of by its terms purport to enjoin or restrain the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it; (ii) the Issuing Bank has received written notice from any Lender, the Agent or the Company, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; --------- (iii) the expiry date of any requested Letter of Credit is (A) more than one year after the date of issuance thereofIssuance, but may by its terms be renewable annually upon notice unless the Majority Lenders have approved such expiry date in writing, or (a “Notice B) after the Revolving Termination Date, unless all of Renewal”the Lenders have approved such expiry date in writing; (iv) given any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank that issued such Standby Letter of Credit and Bank, or the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case Issuance of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits violate any applicable policies of the Issuing Bank; or (v) any standby Letter of Credit Facility, and subject to is for the limits referred to above, the Borrower may request purpose of supporting the issuance of Letters any letter of Credit under this Section 2.01(c), repay credit by any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)other Person.

The Letters of Credit. Each Issuing Bank severally agrees(i) Effective as of the Closing Date, on the terms lenders under the Existing Credit Agreement (the “Existing Lenders”) will be deemed to have sold and conditions hereinafter set forthtransferred an undivided interest and participation, pro rata to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters such Existing Lender’s “Commitment” under the Existing Credit Agreement, in respect of credit (together with the Existing Letters of Credit referred and each Lender under this Agreement will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in Section 2.03(f), the “such Existing Letters of Credit”, pro rata to such Lender’s Commitment under this Agreement and such Existing Letters of Credit shall be deemed to be issued and outstanding hereunder. (ii) in U.S. dollars for Upon the account terms and subject to the conditions of this Agreement, the Borrower (but may request any Issuing Bank to issue, and any such Issuing Bank may in connection with the business its discretion issue, additional Letters of the Borrower or any of its Subsidiaries) Credit from time to time on any Business Day during the period from the Effective Closing Date until the date that is 30 days before prior to the Termination Date in an aggregate Available Amount undrawn amount that (i) for all together with the aggregate undrawn amount at such time under Existing Letters of Credit Credit, if any), shall not to exceed at any time $350,000,000 (such aggregate amount being the “Letter of Credit Facility”); provided, however, that immediately after giving effect to each such issuance, Facility at such time and Usage shall not exceed the aggregate amount of the Commitments of the Lenders. (iiiii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Each Letter of Credit Commitment at (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such time terms and (iii) for each such Letter of Credit not conditions as may be acceptable to exceed the Unused Revolving Credit Commitments of Administrative Agents and the Lenders at such time. No Letter of Credit Issuing Bank in their sole discretion, but in any event shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) expire no later than the earlier of 30 days before prior to the Termination Date and (A) in the case of a Standby Letter of Credit, one year after effect at the date of issuance thereof. The Issuing Bank may, but may in its sole discretion, renew such Letter of Credit, and such renewal shall in any case be subject to the conditions specified herein. Concurrently with the issuance of each Letter of Credit by its terms an Issuing Bank, such Issuing Bank shall be renewable annually upon notice (deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from such Issuing Bank, in each case without any further action on the part of any party, an undivided interest and participation, pro rata to such Lender’s Commitment, in and to such Letter of Credit and the obligations of the Borrower under this Agreement in respect of such Letter of Credit. Upon each drawing or payment under a “Notice Letter of Renewal”) given Credit, the amount of such drawing or payment shall become and be deemed to be, without any further action on the part of any Person, an Advance by the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent made on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on drawing or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered payment for all purposes under this Agreement. Within Agreement (but without any requirement for compliance with the limits of the Letter of Credit Facility, and subject conditions to the limits referred to above, the Borrower may request the issuance making of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(ccontained in Article III).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days before the Termination Date for the Revolving Credit Facility and (AB)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (BII) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate for the Revolving Credit Facility. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Revolving Credit Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 five days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Revolving Credit Borrower or the beneficiary to require renewal) later than the earlier of 30 five days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Revolving Credit Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 five days before the Termination Date. If either a Notice of Renewal is not given by the Revolving Credit Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Revolving Credit Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Revolving Credit Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each (a) Prior to the date hereof, the Issuing Bank severally issued each of the Existing Letters of Credit under the terms of the Existing 1996 Credit Agreement. The Borrower hereby agrees that all Existing Letters of Credit shall for all purposes be deemed to have been issued under this Agreement and shall be subject to Credit Agreement ---------------- the provisions hereof (including, without limitation, this Section 2.04 and Section 3.04). (b) The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (such letters of credit, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with ----------------- Borrower, or, at the business direction of the Borrower or Borrower, any of its Subsidiaries) Subsidiaries or any other Person, from time to time on any Business Day during the period from the Effective Date date of the initial Borrowing until 30 60 days before the Final Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (i) the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such timeCommitments. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than the earlier of 30 days before the Final Termination Date and (A) as in the case of a Standby Letter of Credit, one year after effect on the date of issuance thereof, but of the applicable Letter of Credit). Any Standby Letter of Credit may provide that it will be automatically renewed annually unless notice is given (1) by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Borrower to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three not less than five Business Days prior to the date of the proposed automatic renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in Credit, that such Letter of Credit but in any event at least 45 will not be renewed, or (2) by the Issuing Bank to the Borrower not less than thirty Business Days prior to the date of the automatic renewal of such Standby Letter of Credit, of its election not to renew such Standby Letter of Credit; provided, -------- however, that the Issuing Bank shall not give such a notice except (A) at any ------- time during the continuance of any Default or (B) if any automatic renewal would extend a Letter of Credit (a “Notice of Termination”) and (B) expiration date to later than 30 days prior to the Final Termination Date. In either case in which such notice is given pursuant to the case of a Trade preceding sentence, such Letter of Credit, 30 days after Credit will expire on the date of issuance thereof; it would otherwise have been automatically renewed, provided that the terms of each Standby such -------- Letter of Credit that is automatically renewable annually shall may (xy) require the Issuing Bank that issued such Standby Letter of Credit forthwith to give to the named beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, notice given pursuant to the preceding sentence and (yz) permit such the beneficiary, upon receipt of such noticethe notice under clause (y), to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit would otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under this Section 2.01(c).3.04. Credit Agreement ----------------

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause issue, and any such Issuing Bank may in its Affiliate that is a commercial bank to issue on its behalf) discretion and in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Sublimit at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Paying Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof, provided that Letters of Credit having an aggregate Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the date of issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date; provided further that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before prior to the Termination Date and (A) of Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit so requested to be issued or amended complies with the conditions set forth in the case of a Standby preceding sentence. The Issuing Bank may, in its sole discretion, renew such Letter of Credit, one year after the date of issuance thereof, but may by its terms and such renewal shall in any case be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementspecified herein. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(c), repay any . (ii) Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.03(cthe terms of this Agreement. Effective as of the Effective Date, the lenders under the Existing Credit Agreement (the “Existing Lenders”) will be deemed to have sold and request transferred an undivided interest and participation, pro rata to such Existing Lender’s “Commitment” under the issuance Existing Credit Agreement, in respect of additional the Existing Letters of Credit and each Lender under this Section 2.01(c)Agreement will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such Existing Letters of Credit, equal to such Lender’s Ratable Share.

The Letters of Credit. Each Issuing Bank severally agrees, on On the terms and conditions hereinafter set forth, Lender shall from time to time during the period beginning on the date of this Agreement and ending on the Termination Date, upon request of Borrower, issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit for the account of Borrower in such amounts as Borrower may request but not to exceed in the aggregate face amount at any time outstanding the sum of Two Million and No/100 Dollars (together with $2,000,000.00) (subject to the Existing Letters of Credit referred to additional limitations on the amounts thereof set forth in Section 2.03(f2.5 below), each such letter of credit shall have an expiry date no later than the earlier of one year from the date of issuance or the Termination Date, whichever occurs first (the “Letters of Credit”) in U.S. dollars ). Borrower hereby unconditionally agrees to pay and reimburse Lender for the account amount of the Borrower (but in connection with the business of the Borrower or each payment under any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters that is in substantial compliance with the provisions of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice on which payment is made by Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of termination set forth in such any kind. Upon receipt from any beneficiary of any Letter of Credit but in of any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew demand for payment under such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after Lender shall promptly notify Borrower of the demand and the date upon which such payment is to be made by Lender to beneficiary in respect of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, demand. Forthwith upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to abovenotice from Lender, the Borrower may request shall advise Lender whether or not it intends to borrow under the issuance Loan Commitment to finance its obligations to reimburse Lender, and if so, submit a Request for Loan as provided in Section 2.3 hereof. Notwithstanding any inference to the contrary, Borrower shall not be required to pay interest on the face amount of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder issued pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)2.4 and the following Section 2.5, unless and until Lender is required to make a payment under any such Letter of Credit.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from <PAGE> 22 time to time on any Business Day during the period from the Effective Date until 30 days before one year after the Termination Date in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date shall be cash-collateralized in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in respect of the case of a Standby Letter of Credit, one year after the date of issuance thereofRevolving Credit Facility, but may by its terms be renewable annually upon written notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) denominated in U.S. dollars or other currencies reasonably acceptable to such Issuing Bank for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date Availability Period in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Sublimit and (y) such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. . (ii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days five Business Days before the Termination Revolving Credit Facility Maturity Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but any Letter of Credit with a one-year term may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III automatically, unless such Issuing Bank in its sole discretion has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of L/C Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of L/C Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Termination Revolving Credit Facility Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of L/C Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even . Subject to the notice requirement in this clause in the absence case of receipt automatic renewable Letters of a Notice of Renewal the relevant Credit, each Issuing Bank may in its discretion, unless instructed sole discretion determine whether to the contrary accept any amendment or renewal of any Letter of Credit proposed by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iii) Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) 2.04 and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Upon the renewal date of each of the Existing Letters of Credit, such Existing Letter of Credit shall be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement; provided that, at such time, the aggregate amount of the Existing Letters of Credit and the outstanding Letters of Credit issued hereunder does not exceed the amount of the Letter of Credit Facility at such time. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower Company or any of its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the Termination Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments Commitment of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Maturity Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III Section 3.2 unless such the applicable Issuing Bank has notified the Borrower Company (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the applicable Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Maturity Date. If either a Notice of Renewal is not given by the Borrower Company or a Notice of Termination is given by the relevant such Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant such Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the BorrowerCompany, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c2.1(a)(ii), repay any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.1(a)(ii).

The Letters of Credit. Each Issuing Bank severally agrees, on 3.1. The Letter of Credit Subfacility. (a) On the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfi) letters of credit the L/C Lender agrees, (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the Termination Date in an aggregate Available Amount (i) for all to issue Letters of Credit not to exceed at (including irrevocable standby letters of credit) for the account of any time the Revolving Borrower (or, if a Letter of Credit Facility at is for the account of a Subsidiary, jointly for the account of the applicable Revolving Borrower and such time Subsidiary), or, if such L/C Lender is a Swing Line Lender, for the account of the Subsidiary Swing Line Borrower to whom it makes Swing Line Loans, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) for all the Revolving Facility Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not to exceed at Issued for the accounts of the Revolving Borrowers (including any time such Issuing Bank’s Letter of Credit Commitment at such time issued jointly for the account of a Revolving Borrower and (iiiany Subsidiary) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewedSubsidiary Swing Line Borrowers; provided, however, that even the L/C Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (I) with respect to any Issuance for the account of any Revolving Borrower (or jointly for the account of a Revolving Borrower and a Subsidiary), (1) the Effective Amount of all L/C Obligations (other than Subsidiary L/C Obligations, except those of the UK Swing Line Borrowers), plus (without duplication) the outstanding principal Dollar Equivalent amount of all Revolving Loans and Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds the combined Revolving Facility Commitments of all Revolving Facility Lenders, (2) the participation of such Revolving Facility Lender in the absence Effective Amount of receipt all L/C Obligations (other than Subsidiary L/C Obligations, except those of a Notice the UK Swing Line Borrowers), plus (without duplication) the outstanding principal Dollar Equivalent amount of Renewal the relevant Issuing Bank may in Revolving Loans of such Revolving Facility Lender, plus such Revolving Facility Lender's Pro Rata Share of the Dollar Equivalent amount of all outstanding Swing Line Loans (including the Assumed Swing Line Loan Amount) exceeds such Revolving Facility Lender's Revolving Facility Commitment, or (3) the Effective Amount of all L/C Obligations exceeds the L/C Commitment, (II) with respect to any Letter of Credit Issued for the account of UK Borrower (or jointly for the account of UK Borrower and any of its discretionSubsidiaries), unless instructed such Letter of Credit is requested for Issuance prior to the contrary by the Paying Agent Safeline Closing Date or the Effective Amount of all L/C Obligations of Letters of Credit Issued for the account of UK Borrower (unless Issued jointly for the account of UK Borrower and a Borrower), plus (without duplication) the outstanding principal Dollar Equivalent amount of all Revolving Loans of UK Borrower exceeds 20.0 million Pounds Sterling or (III) with respect to any Issuance for the account of any Subsidiary Swing Line Borrower (unless such Issuance is jointly for the account of such Subsidiary Swing Line Borrower and a Borrower), the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower, deem that a Notice plus the Subsidiary Currency Amount of Renewal had been timely delivered and in all Swing Line Loans then outstanding of such case, a Notice Subsidiary Swing Line Borrower exceeds the Subsidiary Swing Line Borrower Sublimit of Renewal shall be deemed to have been so delivered for all purposes under this Agreementsuch Subsidiary Swing Line Borrower. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveother terms and conditions hereof, the Borrower may request the issuance of Borrowers' ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The L/C Lender is under this Section 2.01(c), repay no obligation to Issue any Letter of Credit Advances resulting if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Lender from drawings thereunder pursuant Issuing such Letter of Credit, or any Requirement of Law applicable to Section 2.03(cthe L/C Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Lender shall prohibit, or request that the L/C Lender refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and request which the issuance L/C Lender in good fxxxx xxxxx material to it; the L/C Lender has received written notice from any Lender, the Administrative Agent or either Borrower or any Subsidiary Swing Line Borrower, on or prior to the Business Day prior to the requested date of additional Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; the expiry date of any requested Letter of Credit is (A) more than twelve months after the date of such Issuance for standby Letters of Credit under this Section 2.01(cor more than 180 days after the date of such issuance for commercial documentation Letters of Credit, unless the Required Revolving Facility Lenders have approved such expiry date in writing; provided, however, that any standby Letter of Credit may be automatically extendible for periods of up to one year so long as such Letter of Credit provides that the L/C Lender retains an option reasonably satisfactory to the L/C Lender, to terminate such Letter of Credit prior to each extension date, or (B) after the fifth Business Day prior to the Termination Date, unless all of the Revolving Facility Lenders have approved such expiry date in writing; any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the L/C Lender, or the Issuance of a Letter of Credit shall violate any applicable policies of the L/C Lender; such Letter of Credit (other than any Letter of Credit issued solely for the account of M-T GmbH) is denominated in a currency other than U.S. $ or an Offshore Currency; or an Event of Default or Unmatured Event of Default has occurred and is continuing. No L/C Lender need Issue a Letter of Credit for the account of any Subsidiary Swing Line Borrower denominated in a currency other than a currency in which such Subsidiary Swing Line Borrower may borrow Swing Line Loans in accordance with subsection 2.16(b). (c) Notwithstanding the foregoing, in the event a Lender Default exists, the L/C Lender shall not be required to Issue any Letter of Credit unless the L/C Lender has entered into arrangements satisfactory to it and the Revolving Borrowers and the Subsidiary Swing Line Borrowers to eliminate the L/C Lender's risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, including by Cash Collateralizing such Defaulting Lender's or Lenders' Pro Rata Share of the L/C Obligations. (d) Each L/C Lender who is to Issue Letters of Credit for the account of a Subsidiary Swing Line Borrower will determine the Subsidiary Currency Equivalent amount with respect to the sum of Swing Line Loans made by such Swing Line Lender to the Subsidiary Swing Line Borrower to whom it makes Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower as of the requested Issuance Date of any Letter of Credit for such Subsidiary Swing Line Borrower.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business any Account Party on any Letter of the Borrower or any of its Subsidiaries) Credit Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the Termination Date Expiration Date. The agreement of the Issuing Bank in an aggregate Available Amount the preceding sentence includes the agreement of Mellon (iin its capacity as Issuing Bank with respect to the Existing Mellon Letter of Credit) for all to maintain the Existing Mellon Letter of Credit as a Letter of Credit hereunder. From and after the Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. Letters of Credit may be issued as Intercompany Letters of Credit or Third Party Letters of Credit, subject to exceed the terms and conditions of this Agreement. The Issuing Bank shall have no obligation to issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to Exposure would exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time and Amount, or (iiib) for each any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Lenders total Unused LC Commitment Amounts of the Banks at such time. No Letter of Credit time (as such amount shall have an expiration date (including all rights of be advised by the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit and hereunder if the Paying Agent on or prior to any date for notice Available Amount of renewal set forth in such Letter of Credit but in any event at least three Business Days prior exceeds, immediately before the time of such issuance, an amount equal to the date total Unused LC Commitment Amounts of the proposed renewal of Banks at such Standby Letter of Credit and upon fulfillment of time (as such amount shall be advised by the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Administrative Agent to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given as contemplated by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).2.02

The Letters of Credit. Each (a) Prior to the date hereof, the Issuing Bank severally issued each of the Existing Letters of Credit under the terms of the Existing 1997 Credit Agreement. The Company and each other Borrower agree that effective on the Effective Date, all Existing Letters of Credit shall for all purposes be deemed to have been issued under this Agreement and shall be subject to the provisions hereof (including, without limitation, this Section 2.04 and Section 3.04). (i) The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (such letters of credit, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “"Letters of Credit”") in U.S. dollars for ----------------- the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, any of its Subsidiaries) Subsidiaries or any other Person, from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Final Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (i) the Letter of Credit Facility at such time and (ii) for all Letters the Unused Commitments of Credit issued by Lenders having Termination Dates falling on or after the expiration date of such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit. Each Letter of Credit Commitment at such time and shall be denominated in Dollars. (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than the earlier of 30 days before the Final Termination Date and (A) as in the case of a Standby Letter of Credit, one year after effect on the date of issuance thereof, but of the applicable Letter of Credit). (iii) Any Standby Letter of Credit may provide that it will be automatically renewed annually unless notice is given (1) by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Company to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three not less than five Business Days prior to the date of the proposed automatic renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in Credit, that such Letter of Credit but in any event at least 45 will not be renewed, or (2) by the Issuing Bank to the Company not less than thirty Business Days prior to the date of the automatic renewal of such Standby Letter of Credit, of its election not to renew such Standby Letter of Credit; provided, however, that -------- ------- the Issuing Bank shall not give such a notice except (A) at any time during the continuance of any Default or (B) if any automatic renewal would extend a Letter of Credit (a “Notice of Termination”) and (B) expiration date to later than 30 days prior to the Final Termination Date. In either case in which such notice is given pursuant to the case of a Trade preceding sentence, such Letter of Credit, 30 days after Credit will expire on the date of issuance thereof; it would otherwise have been automatically renewed, provided that the terms of each Standby such Letter of -------- Credit that is automatically renewable annually shall may (xy) require the Issuing Bank that issued such Standby Letter of Credit forthwith to give to the named beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, notice given pursuant to the preceding sentence and (yz) permit such the beneficiary, upon receipt of such noticethe notice under clause (y), to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit would otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. . (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under this Section 2.01(c)3.04.

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) issue, and any such Issuing Bank shall in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (iA) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Sublimit at such time and time, (iiB) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit L/C Commitment at such time and (iiiC) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No . (ii) Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Paying Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof; provided that Letters of Credit issued by Bank of America having an aggregate Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the date of issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date; provided further that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before prior to the Termination Date and of Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit. (Aiii) Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit so requested to be issued or amended complies with the conditions set forth in the case of a Standby preceding sentence. The Issuing Bank may, in its sole discretion, renew such Letter of Credit, one year after the date of issuance thereof, but may by its terms and such renewal shall in any case be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementspecified herein. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(c), repay any . (iv) Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.03(cthe terms of this Agreement. Effective as of the Effective Date, the lenders under the Existing Credit Agreement (the “Existing Lenders”) will be deemed to have sold and request transferred an undivided interest and participation, pro rata to such Existing Lender’s “Commitment” under the issuance Existing Credit Agreement, in respect of additional the Existing Letters of Credit and each Lender under this Section 2.01(c)Agreement will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such Existing Letters of Credit, equal to such Lender’s Ratable Share.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and --------------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and except that (A) in the case of Standby Letters issued in the ordinary course of business and consistent with past business practices or with respect to the retention of key employees pursuant to an order of the Bankruptcy Court, and requiring a Standby Letter minimum term of Creditone year, the expiration date may be up to one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 the expiration date may be up to 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(b).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) for each such Letter of Credit denominated in an Alternative Currency not to exceed the Unused exceed, together with all other outstanding Letters of Credit , Letter of Credit Advances and Revolving Credit Commitments Advances denominated in an Alternative Currency, the Alternative Currency Sublimit. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Lenders at such timeLoan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars or an Available Foreign Currency for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank that issued such Letter of Credit has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank that issued such Letter of Credit pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Original Effective Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the a Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 days 5 Business Days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The BofA Letters of Credit shall for all purposes be deemed to have been issued hereunder and shall constitute use of the Letter of Credit Facility. No Letter of Credit Credit, other than the 2004 Letters of Credit, shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 5 Business Days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the such Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date"NOTICE OF TERMINATION"). If either a Notice of Renewal is not given by the such Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the such Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the such Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 60 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date, except that in the case of Standby Letters issued in the ordinary course of business and consistent with past business practices and requiring a minimum term of one year, the expiration date may be up to one year after the date of issuance thereof. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). . Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided, however, that, in the case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Working Capital Lender and outstanding on the date of such Working Capital Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances at the discretion of the Swing Line Bank or the Issuing Bank, as applicable. Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). If, in its sole discretion, it elects to make the requested Swing Line Advance, the Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Working Capital Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Working Capital Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Working Capital Advances may not be outstanding as part of more than five separate Borrowings. Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Account Party on any Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the Termination Date in an aggregate Available Amount (i) for all Expiration Date. From and after the Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. The Issuing Bank shall have no obligation to exceed issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time and Exposure would exceed the lesser of (iix) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time Amount and (iiiy) for each the aggregate Collateral Value, or (b) any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Lenders total Unused LC Commitment Amounts of the Banks at such time. No Letter of Credit time (as such amount shall have an expiration date (including all rights of be advised by the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit and hereunder if the Paying Agent on or prior to any date for notice Available Amount of renewal set forth in such Letter of Credit but in any event at least three Business Days prior exceeds, immediately before the time of such issuance, an amount equal to the date total Unused LC Commitment Amounts of the proposed renewal of Banks at such Standby Letter of Credit and upon fulfillment of time (as such amount shall be advised by the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy Administrative Agent to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given as contemplated by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).2.02

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the Scheduled Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (x) the Termination Date and (A) in the case of a Standby Letter of Credit, one year date that is 12 months after the date such Letter of issuance thereofCredit is issued and (y) the date that is five Business Days before the Scheduled Termination Date, but may by its terms be renewable automatically for a successive 12 month period or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xw) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (yx) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed renewed, (y) permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of each such Letter of Credit) 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 time each such Letter of Credit is issued, and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Scheduled Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). The Letter of Credit Facility shall not exceed $10,000,000 at any time.

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter hereof including the limitations set forthforth in Section 2.01(b) and Section 2.04(b) and (c), to issue (one or cause its Affiliate that is a commercial bank to issue on its behalf) more letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with Company, or, at the business direction of the Borrower or Company, for the account of any of its Subsidiaries) Subsidiaries or any other Person, and to amend or extend Letters of Credit previously issued by it in accordance with the terms hereof, from time to time on any Business Day during the period from the Effective Date until the date 30 days before the then scheduled Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and Issuing Bank. (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or other account party or the beneficiary thereof to require renewalrenewal of, or to have automatically renewed, such Letter of Credit) later than 30 days before the then scheduled Termination Date (as in effect on the date of issuance of the applicable Letter of Credit) of the Issuing Bank issuing such Letter of Credit unless such Issuing Bank has approved such expiration date, and such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company with respect to such Letter of Credit; provided that, no Letter of Credit shall have an expiration date (including all rights of the Company or other account party or the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of Credit) later than the earlier one year anniversary of 30 days before the scheduled Termination Date and of the relevant Issuing Bank (Aas in effect on the date of issuance of the applicable Letter of Credit). (iii) If the Company so requests in the case any Letter of Credit Application for a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the relevant Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior may, in its sole discretion, agree to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with issue a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall has automatic extension provisions (x) require the Issuing Bank each, an “Auto-Extension Letter of Credit”); provided that issued any such Standby Auto-Extension Letter of Credit must permit the relevant Issuing Bank to give 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 named thereof not later than a day (the “Non-Extension Notice Date”) in each such Standby twelve-month period to be agreed upon at the time such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit is issued. Unless otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given directed by the relevant Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank pursuant to the immediately preceding sentence, for any such Standby extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall expire be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date that is not later than the 30th day prior to the then scheduled Termination Date (as in effect on the date on which it otherwise would have been automatically renewedof issuance of the applicable Letter of Credit) of such Issuing Bank; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may shall not permit any such extension if (A) it has determined that it would not be permitted at such time to issue such Letter of Credit in its discretion, unless instructed revised form (as extended) pursuant to the contrary terms of this Agreement (by reason of the Paying provisions of Section 2.04(b) 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 Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the BorrowerCompany that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing the relevant Issuing Bank not to have been so delivered for all purposes under this Agreementpermit such extension. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (iv) Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveterms hereof, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c)3.04, repay or prepay before demand any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.07(d) and request the issuance of additional Letters of Credit under Section 3.04. (b) No Issuing Bank shall issue, amend or renew any Letter of Credit if after giving effect thereto the Letter of Credit Outstandings exceeds an amount equal to the lesser of (x) the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings. Each Letter of Credit shall be denominated in Dollars or an Alternate Currency. (c) No Issuing Bank shall be obligated to issue, amend or renew any Letter of Credit if: (i) after giving effect thereto the Letter of Credit Outstandings with respect to Letters of Credit issued by such Issuing Bank would exceed an amount equal to the lesser of (x) such Issuing Bank’s L/C Percentage of the Letter of Credit Facility and (y) the aggregate Commitments of Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit minus Total Loan Outstandings; (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or renewing 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 such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or renewal 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 such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (d) No Issuing Bank shall be obligated to issue any Letter of Credit if: (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (ii) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (iii) any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Issuing Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (e) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (f) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (g) The parties hereto agree that effective on the Acquisition Date, each Starwood Letter of Credit shall be deemed to be a “Letter of Credit” for all purposes of this Agreement, in each case be subject to the provisions hereof (including, without limitation, this Section 2.01(c2.04 and Section 3.04). (h) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company or another Person designated by the Company, the Company shall be obligated to reimburse the relevant Issuing Bank hereunder for any and all drawings under each Letter of Credit issued by it. The Company hereby acknowledges that the issuance, amendment and renewal of Letters of Credit for the account of its Subsidiaries or such other Persons designated by the Company inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries or such other Persons designated by the Company.

The Letters of Credit. Each Issuing Bank severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, so long as no Suspension Event, Default or Event of Default has occurred and is continuing with respect to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Applicable Account Party, the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or Issuing Bank will, at any of its Subsidiaries) time and from time to time on any Business Day during the period from and after the Effective Date until 30 days before and prior to the Termination Date seventh day prior to the Expiration Date, and upon request on behalf of an Account Party in an aggregate Available Amount accordance with the provisions of SECTION 2.02(a), issue for the account of such Account Party one or more irrevocable standby letters of credit in a form customarily used or otherwise approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). Notwithstanding the foregoing: (a) The Issuing Bank shall have no obligation to issue, and no Credit Party will request the issuance of, any Letter of Credit hereunder if at the time of issuance of such Letter of Credit and after giving effect thereto, either (i) for all Letters of Credit not to exceed at any time the aggregate Letter of Credit Facility at such time Exposure would exceed the lesser of (x) the Total Commitment and (y) the aggregate Collateral Value, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the total Letter of Credit Commitment at Exposure with respect to the Applicable Account Party would exceed the Collateral Value of the Collateral of such Account Party, or (iii) any Lender's Pro Rata Share of the Available Amount of such Letter of Credit would exceed such Lender's Unused L/C Commitment. (b) The Issuing Bank shall have no obligation to issue, and no Credit Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No no Letter of Credit shall have an expiration be issued that by its terms expires later than one year after its date of issuance (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed); provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilitymay, if requested on behalf of the Applicable Account Party, provide by its terms, and subject on terms acceptable to the limits referred Issuing Bank, for renewal for successive periods of one year or less unless and until the Issuing Bank shall have delivered a notice of nonrenewal to above, the Borrower may request the issuance beneficiary of Letters such Letter of Credit Credit; (c) The Issuing Bank shall be under this Section 2.01(c), repay no obligation to issue any Letter of Credit Advances resulting if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from drawings thereunder pursuant issuing such Letter of Credit, or any Requirement of Law applicable to Section 2.03(cthe Issuing Bank or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of additional Letters letters of credit generally or such Letter of Credit under this Section 2.01(c)in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it, or (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 3.01 (if applicable) or 3.02 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above. (d) The Issuing Bank shall have no obligation to issue any letter of credit which is unsatisfactory in form, substance or beneficiary to the Issuing Bank in the exercise of its reasonable judgment consistent with its customary practice.

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 The Letter of Credit Subfacility. (a) On the terms and conditions hereinafter set forthforth herein (i) the Issuer agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day Day, during the period from the Effective Closing Date until 30 to the day which is five days before prior to the Revolving Termination Date Date, to issue Letters of Credit for the account of the Company in an aggregate Available Stated Amount (i) for in Dollars or any Offshore Currency at any one time that, the Dollar Equivalent of which, together with the aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to exceed at any time the Letter amend or renew Letters of Credit Facility at such time previously issued by it, in accordance with subsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) for all the Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank Issued for the account of the Company; provided, that the Issuer shall not be obligated to exceed at Issue, and no Revolving Lender shall be obligated to participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if as of the date of Issuance of such Letter of Credit not to exceed (the Unused Revolving Credit Commitments "Issuance Date") (1) the Dollar Equivalent of the Lenders at Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Revolving Loan Commitment, (2) the participation of any Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such timeLender and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans exceeds such Lender's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. No Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) The Issuer is under no obligation to, and shall not, Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall have an expiration date (including all rights of by its terms purport to enjoin or restrain the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Issuer from Issuing such Letter of Credit, one year after the date or any Requirement of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Law applicable to the Issuing Bank Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, or request that issued such Standby Letter the Issuer refrain from, the Issuance of Credit and the Paying Agent on letters of credit generally or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior particular or shall impose upon the Issuer with respect to the date of the proposed renewal of such Standby Letter of Credit any restriction, reserve or capital requirement (for which the Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and upon fulfillment of which the applicable conditions set forth Issuer in Article III unless such Issuing Bank good xxxxx xxxxx material to it; (ii) the Issuer has notified received written notice from any Revolving Lender, the Borrower (with a copy to Agent or the Paying Agent) Company, on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days Day prior to the requested date of automatic renewal Issuance of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit is (A) more than 720 days after the date of issuance thereof; provided that Issuance, unless the terms Required Revolving Lenders have approved such expiry date in writing, or (B) after the date which is five days prior to the Revolving Termination Date, unless all of each Standby the Revolving Lenders have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit that is automatically renewable annually shall prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (xv) require the Issuing Bank that issued such Standby any requested Letter of Credit to give the beneficiary named does not provide for drafts, or is not otherwise in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior form and substance acceptable to the date such Standby Letter Issuer, or the Issuance of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits violate any applicable policies of the Issuer; or (vi) such Letter of Credit Facility, and subject is to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay be denominated in a currency other than Dollars or any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)Offshore Currency.

The Letters of Credit. Each Issuing Bank severally agrees, on The Letter of Credit Subfacility. (a) On the terms and subject to the conditions hereinafter set forth, to issue (or cause its Affiliate that is forth herein and as a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account subfacility of the Borrower Facility C Commitment, (but in connection with i) the business of the Borrower or any of its Subsidiaries) Issuing Banks agree, from time to time on any Business Day during the period from the Restatement Effective Date until to the date that is 30 days before prior to the Revolving Loan Termination Date in an aggregate Available Amount (i) for all to issue Letters of Credit not for the account of the Borrower and Xxxxxxxx and to exceed at any time the Letter amend or renew Letters of Credit Facility at such time previously issued by them, in each case in accordance with subsections 3.02(c) and 3.02(d); and (ii) for all the Banks severally agree to participate in Letters of Credit issued by such Issued for the account of the Borrower and Xxxxxxxx; provided, that the Issuing Banks shall not be obligated to Issue, and no Bank not shall be obligated to exceed at participate in, any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each if, as of the date of Issuance of such Letter of Credit not (the "Issuance Date"), (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Facility C Revolving Loans plus the Effective Amount of all Swingline Loans exceeds the combined Facility C Commitments, or (2) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to exceed the Unused Revolving Credit Commitments other terms and conditions hereof, the ability of the Lenders at such time. Borrower and Xxxxxxxx to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower and Xxxxxxxx may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) No Issuing Bank is under any obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall have an expiration date (including all rights of the Borrower by its terms purport to enjoin or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby restrain such Issuing Bank from Issuing such Letter of Credit, one year after the date or any Requirement of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Law applicable to the such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that issued such Standby Letter Issuing Bank refrain from, the Issuance of Credit and the Paying Agent on letters of credit generally or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior particular or shall impose upon such Issuing Bank with respect to the date of the proposed renewal of such Standby Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and upon fulfillment of the applicable conditions set forth which such Issuing Bank in Article III unless good xxxxx xxxxx material to it; (ii) such Issuing Bank has notified received written notice from any Bank, the Agent, the Borrower (with a copy to the Paying Agent) or Xxxxxxxx, on or prior to the Business Day prior to the requested date for notice of termination set forth in Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit but in any event at least 45 Business Days is (A) with respect to Commercial Letters of Credit supporting the purchase of inventory by the Borrower, more than (1) 180 days after the date of Issuance or (2) 30 days prior to the Revolving Loan Termination Date, unless the Majority Banks have approved such expiry date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and in writing, or (B) in the case of a Trade with respect to any other Letter of Credit, 30 days after prior to the Revolving Loan Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of issuance thereof; provided that any requested Letter of Credit is prior to the terms maturity date of each any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit does not provide for drafts (unless there is a demand for payment in the documentation required to be delivered in connection with any drawing), or is not otherwise in form and substance acceptable to such Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of such Issuing Bank; (vi) any Standby Letter of Credit that is automatically renewable annually shall (x) require for the Issuing Bank that issued such Standby purpose of supporting the issuance of any letter of credit by any other Person other than with respect to any Existing Letter of Credit to give the beneficiary named so designated in Schedule 3.03; or (vii) such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event is to be extended to used for a date later purpose other than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits any permitted use of the Letter proceeds of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Facility C Revolving Loans as set forth in Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)7.11.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the Termination Date Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) for each such Letter of Credit denominated in an Alternative Currency not to exceed the Unused exceed, together with all other outstanding Letters of Credit, Letter of Credit Advances and Revolving Credit Commitments Advances denominated in an Alternative Currency, the Alternative Currency Sublimit. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Lenders at such timeLoan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forthforth and in reliance on the agreement of the other Lenders set forth in Section 2.03, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Initial Funding Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 3 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) ), and (B) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination DateDate in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant such Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant such Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(e).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Company from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit A Commitments of the Revolving Credit A Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or the beneficiary to require renewal) later than the earlier of 30 days 5 Business Days before the Termination Date and (A) in unless cash collateral is provided for the case full face amount of a Standby the Letter of Credit, Credit prior to such date) and one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower Company (with a copy to the Paying Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination DateDate (unless cash collateral is provided for the full face amount of the Letter of Credit prior to such date). If either a Notice of Renewal is not given by the Borrower Company or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Administrative Agent or the BorrowerCompany, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(c2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Account Party on any Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the Termination Date in an aggregate Available Amount (i) for all Expiration Date. From and after the Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. No Issuing Bank shall have any obligation to exceed at issue, and no Account Party will request the issuance of, any time the Letter of Credit Facility at such time and hereunder if (iia) for the aggregate Available Amounts of all Letters of Credit issued by such Issuing Bank not would exceed, after giving effect to exceed at any time such issuance, the maximum amount set forth in a letter agreement between such Issuing Bank and the Parent, on behalf of the Account Parties, or (b) the aggregate Available Amounts of all Letters of Credit would exceed, after giving effect to such issuance, the aggregate Collateral Value, or (c) any Bank’s Pro Rata Share of the Available Amount of such Letter of Credit exceeds, immediately before the time of such issuance, an amount equal to such Bank’s Pro Rata Share of the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, no Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit hereunder if the Available Amount of such Letter of Credit exceeds, immediately before the time of such issuance, an amount equal to the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). No Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) subject to the provisions of Section 2.15, each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No no Letter of Credit shall have an expiration date (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but a Letter of Credit may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”) given to unless the respective Issuing Bank that issued such Standby Letter of Credit and notifies the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) which such Issuing Bank agrees to do on and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that subject to the terms of each Standby Section 2.02(d)). No Issuing Bank shall have any obligation to issue any Letter of Credit that which is automatically renewable annually shall (x) require the unsatisfactory in form, substance or beneficiary to such Issuing Bank that issued such Standby Letter in the exercise of Credit its reasonable judgment consistent with its customary practice. No Issuing Bank shall have any obligation to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby issue a Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt favor of a Notice beneficiary that is a Sanctioned Person or that is organized under the laws of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementSanctioned Country. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c)may be issued for the account of any Subsidiary of the Parent that is not an Account Party hereunder, repay provided that the Parent shall be a joint applicant and account party with respect to any such Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)Credit.

The Letters of Credit. Each (i) The Revolving Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Revolving Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 10 days before the Termination Date in an aggregate Available Amount (ix) for all Revolving Letters of Credit not to exceed at any time the Revolving Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Revolving Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. . (ii) The Term Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Term Letters of Credit”) in U.S. dollars for the account of the Borrower from time to time on any Business Day during the period from the Effective Date until 10 days before the Termination Date in an aggregate Available Amount for all Term Letters of Credit not to exceed at any time the lesser of (x) the Term Letter of Credit Facility at such time and (y) the amounts on deposit in the Term LC Collateral Account. (iii) No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 5 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to or such later time as the Revolving Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower shall agree. (with a copy to the Paying Agentiv) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Revolving Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Revolving Letters of Credit under this Section 2.01(c2.01(d), repay any Revolving Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Revolving Letters of Credit under this Section 2.01(c2.01(d). Within the limits of the Term Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Term Letters of Credit under this Section 2.01(d), repay any Term Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Term Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of each Borrower and for the Borrower (but in connection with the business account of the Borrower or any of its their respective Subsidiaries) , Affiliates and joint ventures from time to time on any Business Day during the period from the Effective Date date hereof until 30 10 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments Available L/C Sublimit; provided, that, the sum of Total L/C Exposure plus the Lenders aggregate amount of all outstanding Working Capital Advances shall not exceed the Maximum Amount at such any time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 10 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereofDate, but may by its terms be renewable annually upon notice annually, or otherwise, automatically unless such Issuing Bank has notified the applicable Borrower (with a “Notice of Renewal”) given copy to the Issuing Bank that issued Administrative Agent) and the beneficiary of such Standby Letter of Credit and the Paying Agent on or prior to any the final date for notice of non-renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"NOTICE OF NON-RENEWAL"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Non-Renewal and (y) permit permit, according to the terms thereunder, such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Daterenewed. If either a Notice of Non-Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, howeverfurther, that even any Letter of Credit may expire after the tenth day prior to the Termination Date if, at the time of issuance or renewal, as the case may be, of such Letter of Credit, such Letter of Credit is cash collateralized in an amount equal to 105% of the absence amount of receipt such Letter of a Notice Credit plus any additional amounts owing under such Letter of Renewal the relevant Issuing Credit; provided, further, that each of Bank may One NA and The Bank of Nova Scotia, in its discretioncapacity as an Issuing Bank, unless instructed shall have no obligation hereunder to the contrary by the Paying Agent issue any new Letter of Credit or the Borrower, deem that a Notice to extend or renew any existing Letter of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes Credit under this Agreement, and all Letters of Credit (or related arrangements) issued by either Bank One NA or The Bank of Nova Scotia or any of its respective Affiliates for the account of the Borrowers hereunder shall be replaced with Letters of Credit issued hereunder no later than ninety (90) days following the Effective Date. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the each Borrower may request the issuance of Letters of Credit under this Section 2.01(c2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c2.01(b).

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) issue, and any such Issuing Bank shall in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (iA) for all Letters of Credit not to exceed at any time the Letter of Credit Facility Sublimit at such time and time, (iiB) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit L/C Commitment at such time and (iiiC) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No . (ii) Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Paying Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof; provided that Letters of Credit issued by Bank of America having an aggregate Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the date of issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date; provided further that no Letter of Credit shall have an expiration date later than 30 days prior to the latest Termination Date applicable to Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit. (including all rights of iii) Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the beneficiary Borrower that the Letter of Credit so requested to require renewal) later than be issued or amended complies with the earlier of 30 days before the Termination Date and (A) conditions set forth in the case of a Standby preceding clause (ii). The Issuing Bank may, in its sole discretion, renew such Letter of Credit, one year after the date of issuance thereof, but may by its terms and such renewal shall in any case be renewable annually upon notice (a “Notice of Renewal”) given subject to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreementspecified herein. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(c), repay any . (iv) Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank hereunder for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.03(cthe terms of this Agreement. Effective as of the Effective Date, the lenders under the Existing Credit Agreement (the “Existing Lenders”) will be deemed to have sold and request transferred an undivided interest and participation, pro rata to such Existing Lender’s “Commitment” under the issuance Existing Credit Agreement, in respect of additional the Existing Letters of Credit and each Lender under this Section 2.01(c)Agreement will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such Existing Letters of Credit, equal to such Lender’s Ratable Share.

The Letters of Credit. Each The Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the Termination Date in respect of the Letter of Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (a) one year after its date of issuance and (b) the 60th day prior to the Termination Date and (A) in respect of the case of a Standby Letter of Credit, one year after the date of issuance thereofRevolving Credit Facility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(c). Notwithstanding anything to the contrary contained herein or in the Existing Letters of Credit (including any automatic renewal provision), the Existing Letters of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letters of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on (a) On the terms and subject to the further conditions hereinafter set forthforth and upon satisfaction of the conditions set forth in Article III, to issue (or cause its Affiliate that is a commercial bank the Lender hereby agrees to issue on and after the Closing Date Letters of Credit, each dated the date of its behalf) letters issuance, substantially in the form of credit Exhibit A hereto and in the aggregate issued at any one time in a face amount not to exceed $200,000,000 (together with provided that the Existing face amount of any Five-Year Letters of Credit referred issued at any one time in the aggregate shall not exceed $40,000,000) and so long as (after giving effect to the issuance of the requested Letter of Credit) the Adjusted Collateral Value for any Obligor is not less than the sum of all amounts then outstanding with respect to the Letter of Credit Obligations and Reimbursement Obligations for such Obligor, as more specifically set forth below in Section 2.03(f2.1(b). Each such Letter of Credit shall be irrevocable and, unless its terms provide otherwise, shall expire on the “Letters Expiry Date. Each such Letter of Credit shall contain language substantially as follows: "This Letter of Credit shall be deemed automatically extended without amendment for one year from the expiration date or any future expiration date, unless thirty (30) days prior to any expiration date, we notify you by registered mail that this Letter of Credit will not be renewed for any such additional period." So long as any Letter of Credit (including any Five-Year Letter of Credit”) is outstanding and has not expired, this Agreement shall continue to be in U.S. dollars for the account of the Borrower full force and effect. (but in connection with the business of the Borrower or any of its Subsidiariesb) An Obligor may, from time to time on any Business Day time, request that the Lender issue Letters of Credit during the period from the Effective Date until 30 days before date hereof to but not including the Facility Termination Date in an aggregate Available Amount face amount (i) for all Letters of Credit not to exceed at any time together with the Letter of Credit Facility Obligations and Reimbursement Obligations for such Obligor) at any time issued up to but not exceeding the Facility; provided however, (i) the aggregate amount of Letter of Credit Obligations and Reimbursement Obligations for such Obligor at any time issued shall not exceed the Adjusted Collateral Value for such Obligor and (ii) for the aggregate face amount of all Letters of Credit issued by such Issuing Bank not to exceed under this Agreement at any time issued shall not exceed $200,000,000. The Obligor shall make such Issuing Bank’s request by executing and delivering the Lender's then standard form standby letter of credit application and related documentation. The current standard form standby letter of credit application is attached as Exhibit C hereto. If there shall exist any inconsistency between the terms of this Agreement (and the Security Documents) and any such documentation relating to a Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Creditissued under this Section 2.1(b), one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually this Agreement (and the Security Documents) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c)control.

The Letters of Credit. Each Issuing Bank severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, so long as no Suspension Event, Default or Event of Default has occurred and is continuing with respect to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Applicable Account Party, the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or Issuing Bank will, at any of its Subsidiaries) time and from time to time on any Business Day during and after the period from the Restatement Effective Date until 30 days before and prior to the Termination Date seventh day prior to the Expiration Date, and upon request on behalf of an Account Party in an aggregate Available Amount accordance with the provisions of SECTION 2.02(A), issue for the account of such Account Party one or more irrevocable standby letters of credit in a form customarily used or otherwise approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). Notwithstanding the foregoing: (a) The Issuing Bank shall have no obligation to issue, and no Credit Party will request the issuance of, any Letter of Credit hereunder if at the time of issuance of such Letter of Credit and after giving effect thereto, either (i) for all Letters of Credit not to exceed at any time the aggregate Letter of Credit Facility at such time Exposure would exceed the lesser of (x) the Total Commitment and (y) the aggregate Collateral Value, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the total Letter of Credit Commitment at Exposure with respect to the Applicable Account Party would exceed the Collateral Value of the Collateral of such Account Party, or (iii) any Lender's Pro Rata Share of the Available Amount of such Letter of Credit would exceed such Lender's Unused L/C Commitment. (b) The Issuing Bank shall have no obligation to issue, and no Credit Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No no Letter of Credit shall have an expiration be issued that by its terms expires later than one year after its date of issuance (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed); provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilitymay, if requested on behalf of the Applicable Account Party, provide by its terms, and subject on terms acceptable to the limits referred Issuing Bank, for renewal for successive periods of one year or less unless and until the Issuing Bank shall have delivered a notice of nonrenewal to above, the Borrower may request the issuance beneficiary of Letters such Letter of Credit Credit; (c) The Issuing Bank shall be under this Section 2.01(c), repay no obligation to issue any Letter of Credit Advances resulting if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from drawings thereunder pursuant issuing such Letter of Credit, or any Requirements of Law applicable to Section 2.03(cthe Issuing Bank or any request or directive (whether or not having the force of law) and from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of additional Letters letters of credit generally or such Letter of Credit under this Section 2.01(c)in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Restatement Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Restatement Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it, or (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 3.01 (if applicable) or 3.02 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (A) above. (d) The Issuing Bank shall have no obligation to issue any letter of credit which is unsatisfactory in form, substance or beneficiary to the Issuing Bank in the exercise of its reasonable judgment consistent with its customary practice.