Common use of The Letters of Credit Clause in Contracts

The Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, to issue Letters of Credit, and to amend Letters of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that after giving effect to the issuance of any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The 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 by its terms purport to enjoin or restrain the Bank from issuing such Letter of Credit, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or (iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of Credit.

The Letters of Credit. (a) Subject to ISSUANCE OF LETTERS OF CREDIT; CONDITIONS AND LIMITATIONS". Upon the terms and conditions of set forth in this Agreement, Borrower may request, in accordance with the provisions of this SECTION 2.23, that the Issuing Bank agrees, issue one or more Letters of Credit for its account from time to time on any Business Day during the period from the Closing Date prior to the Availability Termination Date, to issue Letters . If Borrower desires the issuance of a Letter of Credit, it shall deliver to Agent a Request for Issuance of Letter of Credit in form substantially similar to that which is attached hereto as EXHIBIT C and made a part hereof by this reference, no later than 11:00 A.M. (Cleveland time) at least five Business Days before the proposed Issuance Date therefor. The Request for Issuance of Letter of Credit shall be accompanied by a Letter of Credit application, on the Issuing Bank's then-customary form, and shall contain, among other things, the following information with respect to each requested Letter of Credit: (i) its proposed Issuance Date (which shall be a Business Day), (ii) its proposed Face Amount, (iii) its proposed expiration date, (iv) the name and address of its proposed beneficiary, and (v) a summary of its purpose and contemplated terms. Borrower shall, in addition, furnish a precise description of any documents to be presented under, and any other terms of, the requested Letter of Credit, together with the text of any certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day that such draft is presented if such presentation is made after 10:00 A.M. (Cleveland time) on such Business Day. The minimum Face Amount of any Letter of Credit shall be One Million Dollars ($1,000,000) or the Dollar Equivalent thereof. The issuance of each Letter of Credit shall be subject to the satisfaction, on the Issuance Date for each Letter of Credit, of all of the conditions precedent set forth in SECTION 3.2, below, and to amend Letters the following additional limitations: (i) Borrower shall not request the issuance of a Letter of Credit previously issued by itif, in accordance with Section 2.02(b), provided, however, that after giving effect to the issuance of any such Letter of Credit, the aggregate amount Letter of all L/C Obligations hereunder Credit Usage would equal or exceed Ten Million Dollars ($10,000,000); (ii) Borrower shall not request the issuance of a Letter of Credit if, after giving effect to the issuance of such Letter of Credit, the Outstanding Amount would exceed the Bond Enhancement Facility Amount. The Company’s ability to request that Aggregate Commitment; and (iii) In no event shall the Issuing Bank issue Letters any Letter of Credit shall be fully revolvinghaving an expiration date later than the first to occur of (x) Facility Termination Date or (y) one (1) year after the Issuance Date of the proposed Letter of Credit; provided that, that is, the Company may, during subject to the foregoing periodclause (x), and within this clause (y) shall not prevent the foregoing limits, request Issuing Bank from agreeing that the Bank issue Letters a Letter of Credit will automatically be renewed for a period not to replace Letters exceed one (1) year after the initial expiry date thereof if the Issuing Bank does not cancel such renewal, provided that all of the conditions to the issuance of a Letter of Credit which have been returned and set forth or referred to the Bank for cancellation or which have been drawn upon and reimbursedin this SECTION 2.23(a) must be satisfied as at each such renewal date in respect of such renewal. (b) The Bank is under no obligation ISSUANCE OF LETTERS OF CREDIT: PURCHASE OF PARTICIPATIONS THEREIN. Upon Agent's receipt of a Request for Issuance of Letter of Credit, Agent shall promptly so notify each Lender, and shall provide each Lender with a copy of such Request for Issuance of Letter of Credit. Provided that all of the conditions precedent to issue any the issuance of the requested Letter of Credit if: have been satisfied, the Issuing Bank shall cause each Letter of Credit properly requested hereunder to be issued in accordance wIth the terms of the respective Request for Issuance for Letter of Credit therefor. Immediately upon the issuance of each Letter of Credit, each Lender (iother than the Issuing Bank) shall be deemed to have irrevocably purchased from the Issuing Bank a participation in such Letter of Credit and any orderand all drawings and disbursements thereunder, judgment or decree in an amount equal to such Lender's Pro Rata Share of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank from issuing initial Face Amount of such Letter of Credit, or any Requirement of Law applicable and each Lender hereby covenants and agrees to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or purchase and pay for such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect participation on the Closing Date, or shall impose upon terms and subject to the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank conditions set forth in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or (iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of Creditthis SECTION 2.23.

The Letters of Credit. (a) Subject to On the terms and subject to the conditions set forth herein and as a subfacility of this Agreementthe Facility B Commitment, (i) the Bank agreesIssuing Banks agree, from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Availability Date, date that is 30 days prior to the Revolving Loan Termination Date to issue Letters of Credit, Credit for the account of the Borrower and to amend or renew Letters of Credit previously issued by itthem, in each case in accordance with Section 2.02(bsubsections 3.02(c) and 3.02(d), ; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Borrower; provided, howeverthat the Issuing Banks shall not be obligated to Issue, that after giving effect and no Bank shall be obligated to the issuance of participate in, any Letter of CreditCredit if, as of the aggregate amount date of Issuance of such Letter of Credit (the "Issuance Date"), (1) the Effective Amount of all L/C Obligations hereunder shall not exceed plus the Bond Enhancement Effective Amount of all Facility AmountB Revolving Loans exceeds the combined Facility B Commitments, or (2) the Effective Amount of L/C Obligations exceeds the L/C Commitment. The Company’s Within the foregoing limits, and subject to the other terms and conditions hereof, the ability of the Borrower to request that the Bank issue obtain Letters of Credit shall be fully revolving, that isand, accordingly, the Company Borrower may, during the foregoing period, and within the foregoing limits, request that the Bank issue obtain Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation expired or which have been drawn upon and reimbursed. (b) The No Issuing Bank is under no any obligation to issue Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such Issuing Bank from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Bank shall prohibit, or request that the such Issuing Bank refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Restatement Effective Date, or shall impose upon the such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Effective Date and which such Issuing Bank in good xxxxx xxxxx faith deems material to it; (ii) such Issuing Bank has xxxxxxxx xxxxxxx xotice from any Bank, the Administrative Agent or the Borrower, 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 IV V is not then satisfied; (iii) the expiry date of any requested Expiry Date of such Letter of Credit is (A) with respect to Commercial Letters of Credit supporting the purchase of inventory by the Borrower, more than two (1) 180 days after the date of Issuance or (2) years 30 days prior to the Revolving Loan Termination Date, unless the Majority Banks have approved such expiry date in writing, (B) with respect to Standby Letters of Credit, more than (1) 364 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 in writing; or (C) with respect to any other Letter of Credit, 30 days prior to the Revolving Loan Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit issuedis prior to the maturity date of 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 is for the purpose of supporting the issuance of any letter of credit by any other Person other than with respect to any Existing Letter of Credit so designated in Schedule 3.03; or (ivvii) such Letter of Credit is not secured, as to be used for a purpose other than any permitted use of the proceeds of Facility B Revolving Loans as set forth in Section 7.11. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) prior to 10:00 a.m. (San Francisco time) on the proposed date of its issuanceIssuance for Letters of Credit in the form of Exhibit H, I or J hereto and at least four days prior to the proposed date of Issuance for other forms of Letters of Credit. Each such request for issuance of a Letter of Credit shall be by a Pension Fund facsimile, confirmed by telephone, in the form of an L/C having an Application, and shall specify in form and detail satisfactory to the applicable Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank may require. (b) Prior to the Issuance of any Letter of Credit, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received notice on or before 11:00 a.m. (San Francisco time) on the date such Issuing Bank is to issue a requested Letter of Credit from the Administrative Agent (A) directing such Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) or (2) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit in accordance with such Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Loan Termination Date, any Issuing Bank will, upon the written request of the Borrower received by such Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least fifteen four days (15or such shorter time as such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed by telephone, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to such Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as such Issuing Bank may require. The applicable Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Administrative Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Banks and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Loan Termination Date, at the option of the Borrower and upon the written request of the Borrower received by the applicable Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least four days following (or such shorter time as such Issuing Bank may agree in a particular instance in its sole discretion) prior to the Expiry Date proposed date of notification of renewal, such Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed by telephone, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to such Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as such Issuing Bank may require. The applicable Issuing Bank shall be under no obligation to so renew any Letter of Credit if: (A) such Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the applicable Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal such Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit.Credit in accordance with this subsection 3.02

The Letters of Credit. 3.01 The Letter of Credit Subfacility. -------------------------------- (a) Subject to On the terms and conditions of this Agreement, set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Availability Date, Termination Date to issue Letters of CreditCredit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.02(bSections 3.02(c) and 3.02(d), (B) to honor drafts under the ---------------- ------- Letters of Credit; and (ii) the Lenders severally agree to purchase an irrevocable and unconditional participation in each Letter of Credit Issued for the account of the Company; provided, howeverthat the Issuing Bank shall not be -------- obligated to Issue, that 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"), after giving effect to the issuance of any Letter of Creditrequested Loans, the aggregate amount Effective ------------- Amount of all Committed Loans, L/C Obligations hereunder Obligations, and Bid Loans shall not exceed the Bond Enhancement Facility AmountAggregate Commitment. The Within the foregoing limits, and subject to the other terms and conditions hereof, the Company’s 's ability to request that the Bank issue obtain Letters of Credit shall be fully revolving, that isand, accordingly, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue obtain Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation expired or which have been drawn upon and reimbursed. (b) The Issuing Bank is under no obligation to issue Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing 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 Issuance of letters of credit generally or such Letter of Credit in particular, 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 IV 7 is not then satisfied;; --------- (iii) the expiry date of any requested Expiry Date of such Letter of Credit is (A) more than two (2) years one year after the date of Issuance, unless the Required Lenders have approved such expiry date in writing, or (B) after the Termination Date, unless all of the Lenders have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit issuedis prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (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 violate any applicable policies of the 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; or (ivvii) such Letter of Credit is not securedin a face amount less than $100,000 or is denominated in a currency other than Dollars. (c) Upon the reasonable request of any Lender from time to time, as the Agent will provide a summary of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter outstanding Letters of Credit.

The Letters of Credit. 3.01 The Letter of Credit Lines. -------------------------- (a) Subject to On an uncommitted basis and on the terms and conditions set forth herein and if the Issuance of this Agreement, such Letter of Credit has been consented to by the Banks in their sole discretion (i) Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Availability Expiration Date, to issue consider the Issuance of Letters of Credit, Credit for the account of the Borrower under the Borrowing Base Line and to consider whether to amend or renew Letters of Credit previously issued Issued by it, in accordance with Section 2.02(bSubsections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks shall participate in Letters of Credit Issued for the account of the Borrower; provided, however, that the Declining Bank shall not have any obligation to and shall not be deemed to have participated in any Letters of Credit which are Issued on or after giving effect the Conversion to Single Funding Bank Date. Within the foregoing limits, and subject to the issuance of any Letter of Creditother terms and conditions hereof including, without limitation, the aggregate amount approval of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s Banks in their sole discretion, the Borrower's ability to request that the Issuing Bank issue Issue Letters of Credit shall be fully revolving, that isand, accordingly, the Company Borrower may, during the foregoing period, and within the foregoing limits, request that the Issuing Bank issue Issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation expired or which have been drawn upon and reimbursed. The Existing L/Cs shall be deemed to be Letters of Credit Issued under this Agreement and shall be entitled to the benefits of this Agreement. (b) The Issuing Bank is under no obligation to issue consider the Issuance of or to Issue any Letter of Credit unless all Banks shall have consented to the Issuance of such Letter of Credit in their sole discretion. 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 by its terms purport to enjoin or restrain the Issuing Bank from issuing 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, 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 Borrower, 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 IV V is not then satisfied; (iii) the expiry date of any requested Expiry Date Letter of Credit is after the earlier to occur of (A) 90 days after the date of Issuance of such Letter of Credit is more than two or (2B) years after the Maturity Date, unless all the Banks have approved such expiry date in writing; (iv) the expiry date of any such requested Letter of Credit issued; oris prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (ivv) such requested Letter of Credit is not in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (vi) such Letter of Credit is not securedfor the purpose of supporting the Issuance of any letter of credit by any other Person; (vii) such Letter of Credit is denominated in a currency other than Dollars; or (viii) the amount of such requested Letter of Credit exceeds the Borrowing Base Advance Cap. 3.02 Issuance, as Amendment and Renewal of Letters of Credit. ---------------------------------------------------- (a) Each Letter of Credit which is Issued hereunder shall be Issued upon the irrevocable written request of the Borrower pursuant to a Notice of Borrowing (Letter of Credit) in the applicable form attached hereto as Exhibit A --------- received by the Issuing Bank (with a copy sent by the Borrower to the Agent and to the Banks) by no later than 5:00 p.m. (Dallas time) on the date one day prior to the proposed date of its issuanceIssuance. Each such request for Issuance of a Letter of Credit shall be by electronic transfer or facsimile, confirmed immediately in an original writing or by a Pension Fund electronic transfer, in the form of an L/C having an Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of at least fifteen the Letter of Credit; (15iv) days following the Expiry Date name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank may require. Upon receipt of such request, each of the Banks will notify Agent whether it consents to the Issuance of such Letter of Credit by 1:00 p.m. (Dallas time) on the proposed date of Issuance. If any Bank fails to notify Agent that it approves the Issuance of a Letter of Credit, Agent shall notify the Borrower and the Issuing Bank by 2:00 p.m. (Dallas time) on the proposed date of Issuance, and the proposed Letter of Credit will not be Issued, unless one or more of the Banks have elected to become Approving Banks thereby triggering the Conversion to Single Funding Bank Date. (b) From time to time while a Letter of Credit is outstanding and prior to the Expiration Date, the Issuing Bank will, upon the written request of the Borrower received by Issuing Bank (with a copy sent by the Borrower to Agent and the Banks) prior to 11:00 a.m. (Dallas time) on the proposed date of amendment, consider the amendment of any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writing or by electronic transfer, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank and the Banks: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. No such amendment will be made unless the Banks agree to such amendment. Upon receipt of such notice by the Agent to the Banks, each of the Banks will notify Agent whether it consents to the amendment of such Letter of Credit by 1:00 p.m. (Dallas time). If all Banks fail to notify Agent that they approve the amendment of a Letter of Credit, Agent shall notify the Borrower and the Issuing Bank by 2:00 p.m. (Dallas time), and the Letter of Credit will not be amended; provided, however, that if one or more Banks do not approve the amendment and one or more Banks do approve such amendment, the Agent shall notify all Banks and the approving Banks may elect to become the Approving Banks and amend such Letter of Credit, thereby triggering the Conversion to Single Funding Bank Date. (c) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Expiration Date, at the option of the Borrower and upon the written request of the Borrower received by Issuing Bank (with a copy sent to the Agent and the Banks) at least one Business Day (or such shorter time as the Banks and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed date of notification of renewal, if such renewal is approved by all the Banks by 2:00 p.m. (Dallas time) on the proposed date of notification of renewal, Issuing Bank shall be entitled to authorize the renewal of any Letter of Credit Issued by it. Each such request for renewal of a Letter of Credit made by the Borrower shall be made by electronic transfer or facsimile, confirmed immediately in an original writing or by electronic transfer, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to Issuing Bank and the Banks: (i) the Letter of Credit to be renewed; (ii) the proposed date of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. Issuing Bank shall be under no obligation to renew any Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this Subsection 3.02

The Letters of Credit. 3.01 The Letter of Credit Sub-facility. --------------------------------------- (a) Subject to On the terms and conditions of this Agreement, the Bank agrees, set forth herein and from time to time on any Business Day during the period from the Closing Date to the Availability Revolving Termination Date, the Bank agrees (i) to issue Letters of CreditCredit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.02(bSections 3.02(c) and 3.02(d), providedin an aggregate amount not to exceed the L/C Amount, howeverand (ii) to honor drafts under the Letters of Credit; provided that the Bank shall not be obligated to Issue any Letter of Credit if, that as of the date of and after giving effect to the issuance Issuance of any such Letter of CreditCredit (the "Issuance Date"), (A) the aggregate amount Effective Amount of all L/C Obligations hereunder shall not exceed exceeds (or would exceed) the Bond Enhancement Facility AmountL/C Amount or (B) the Effective Amount of all L/C Obligations and Loans together exceeds (or would exceed) the Commitment. The Within the foregoing limits, and subject to the other terms and conditions hereof, the Company’s 's ability to request that the Bank issue obtain Letters of Credit shall be fully revolving, that isand, accordingly, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue obtain Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation expired or which have been drawn upon and reimbursed. (b) The Bank is under no obligation to issue Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to the Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Bank in good xxxxx xxxxx material to it; (ii) the Bank has received written notice from 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 IV V is not then satisfied; (iii) the expiry date of any requested Expiry Date Letter of Credit is (A) more than 365 days after the date of Issuance, or (B) more than 180 days after the Revolving Termination Date, unless the Bank has approved such expiry date in writing and the Company has Cash Collateralized such Letter of Credit; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Bank; or (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person or for the purpose of supporting any debt for borrowed money. 3.02 Issuance, Amendment and Renewal of Letters of Credit. ---------------------------------------------------------- (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Company received by the Bank at least three Business Days (or such shorter time as the Bank may agree in a particular instance) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be in the form of an L/C Application and shall specify in form and detail satisfactory to the Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Bank may reasonably require. (b) Unless the issuance, amendment or renewal of any Letter of Credit is not then permitted under Section 3.01(a)(ii) as a result of the limitations set forth in clauses (A) or (B) thereof or under Section 3.01(b), or one or more conditions specified in Article V are not then satisfied, then, subject to the terms and conditions hereof, the Bank shall, on the requested Issue date, Issue a Letter of Credit for the account of the Company in accordance with the Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Bank will, upon the written request of the Company received by the Bank at least four Business Days (or such shorter time as the Bank may agree in a particular instance) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Bank may reasonably require. The Bank shall be under no obligation to amend any Letter of Credit if: (A) the Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. (d) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Bank shall, upon the written request of the Company received by the Bank at least four Business Days (or such shorter time as the Bank may agree in a particular instance) prior to the proposed date of notification of renewal, be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Bank may require. The Bank shall be under no obligation to renew any Letter of Credit if: (A) the Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit provides that it shall be automatically renewed unless the beneficiary thereof receives notice from the Bank that such Letter of Credit will not be renewed, and if at the time of renewal the Bank would be entitled to authorize the automatic renewal of such Letter of Credit is more than two (2in accordance with this Section 3.02(d) years after upon the date request of the Company but the Bank shall not have received an L/C Amendment Application from the Company with respect to such renewal or any other written direction by the Company with respect thereto, the Bank shall nonetheless be permitted to allow such Letter of Credit issued; orto renew, and the Company hereby authorizes such renewal, and, accordingly, the Bank shall be deemed to have received an L/C Amendment Application from the Company requesting such renewal. (ive) The Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit is to be a date not securedlater than 180 days after the Revolving Termination Date; provided that, as of if the date of its issuance, by a Pension Fund L/C having an Bank shall have previously approved in writing the expiry date of at least fifteen (15) days following any such Letter of Credit and the Expiry Date of Company shall have Cash Collateralized such Letter of Credit, then the Bank may not terminate or take any such other action. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

The Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Bank agrees, from time to time Issuer agrees that it shall issue Letters of Credit so long as the sum of (i) the aggregate Stated Amount of all Letters of Credit outstanding on any Business Day during the period from the Closing Date such date (after giving effect to the Availability Date, to issue requested Letter of Credit) plus (ii) all Unreimbursed Drawings under the Letters of Credit, does not exceed $25,000,000. Whenever any Applicant desires to have the Issuer issue a Letter of Credit, an Authorized Signatory shall so advise the Issuer in writing, with at least one Business Day's notice, by submitting a duly completed Application, and shall provide the Issuer with such information as the Issuer shall require with respect to amend Letters such request, including, without limitation, the Stated Amount of the Letter of Credit, the tenor of the Letter of Credit, the Beneficiary of the Letter of Credit, the purpose of the Letter of Credit previously issued (which shall be a commercial trade transaction) and the proposed form of the Letter of Credit, which form, prior to issuance, must be approved by it, the Issuer in accordance with Section 2.02(b), its sole discretion; provided, however, that after giving effect if an Applicant ceases to be a Subsidiary of HSN, such corporation shall thereafter no longer be permitted to request the Issuer to issue a Letter of Credit hereunder. Subject to the issuance of foregoing, any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to Applicant may request that the Bank Issuer issue Letters more than one Letter of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursedat any time. (b) The Bank is under no obligation to issue expiration date of any Letter of Credit if: shall not be later than the earlier of (i) any order, judgment or decree 180 days from the date of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank from issuing such Letter of Credit, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two or (2ii) years after the date such March 31, 1997. (c) Drawings under each Letter of Credit issued; or (iv) such Letter of Credit is not securedshall be made only by the Beneficiary named therein and shall be honored by the Issuer pursuant to the provisions of, as of and on the date of its issuanceterms and conditions set forth in, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of Credit.

The Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Bank agrees, The L/C Issuer agrees from time to time on any Business Day during the period from L/C Availability Period, on the Closing Date to the Availability Dateterms and conditions hereinafter set forth, to (i) issue Letters of CreditCredit in Dollars for the account of the Borrower in an Available Amount for each such Letter of Credit not to exceed the Unused Commitment at such time and (ii) at the request of the Borrower and subject to the prior written consent of the applicable beneficiary, and to amend one or more Letters of Credit previously issued by it, in accordance with Section 2.02(bit (including for the purpose of increasing or reducing the Available Amount of such Letters of Credit), ; provided, however, that after giving effect to the such issuance of any Letter of Creditor amendment, the aggregate amount Available Amount for all Letters of all Credit outstanding would not exceed the L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amountat such time. The Company’s ability to request that the Bank issue Letters Each Letter of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters have an Available Amount of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The Bank is under no obligation to issue any not less than $10,000. No Letter of Credit if: shall have an expiration date (i) any order, judgment or decree including all rights of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank from issuing such Letter of Credit, Borrower or any Requirement beneficiary to require renewal) later than the earlier of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iiix) the requested Expiry day that is 15 days prior to the Maturity Date of such Letter of Credit is more than two or (2y) years after unless otherwise agreed by the date such Letter of Credit issued; or (iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry Issuer or the L/C Administrator on its behalf, the date of at least fifteen (15) days following that is one year after the Expiry Date issuance of such Letter of Credit; provided, however, that any Letter of Credit that provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement so long as the L/C Issuer or the L/C Administrator on its behalf, has the unconditional right to prevent any such automatic extension from taking place, and such extension does not result in such Letter of Credit having an expiration that is later than the day that is 15 days prior to the Maturity Date. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Reimbursement Obligations resulting from drawings thereunder pursuant to Section 2.09 and request the issuance of additional Letters of Credit under this Section 2.01(b).

The Letters of Credit. (a) Subject to the terms and conditions of this Agreementhereof, the Bank agreesIssuing Bank, from time to time on any Business Day during behalf of the period from Lenders, and in reliance on the Closing Date to agreements of the Availability DateLenders set forth in Section 2.14(d) below, hereby agrees to issue Letters of Credit, and to amend one or more Letters of Credit previously issued by it, in accordance with Section 2.02(b), up to an aggregate face amount equal to the Letter of Credit Commitment; provided, however, that after giving effect the Issuing Bank shall not issue any Letter of Credit -------- ------- unless the conditions precedent to the issuance of any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing periodthereof set forth in Section 3.3 hereof have been satisfied, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which shall have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The Bank is under no obligation to issue any Letter of Credit if any Default then exists or would be caused thereby or if, after giving effect to such issuance, the Available Revolving Loan Commitment would be less than zero and; provided further, however, that at no time shall the total Letter of Credit Obligations outstanding hereunder exceed the Letter of Credit Commitment. Each Letter of Credit shall (1) be denominated in U.S. dollars, and (2) expire no later than the earlier to occur of (A) the Maturity Date, and (B) one year after its date of issuance (but may contain provisions for automatic renewal provided that (except with respect to the Initial Letters of Credit) no Default or Event of Default exists on the renewal date or would be caused by such renewal). Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be obligated to issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any Applicable Law. (b) The Borrower may from time to time request that an Issuing Bank issue a Letter of Credit. The Borrower shall execute and deliver to the Administrative Agent and applicable Issuing Bank a Request for Issuance of Letter of Credit for each Letter of Credit to be issued by such Issuing Bank, not later than 11:00 a.m. (Houston time) on the third (3rd) Business Day preceding the date on which the requested Letter of Credit is to be issued, or such shorter notice as may be acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any such Request for Issuance of Letter of Credit, subject to satisfaction of all conditions precedent thereto as set forth in Section 3.3 hereof, the Issuing Bank shall process such Request for Issuance of Letter of Credit and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent, and each of the Lenders following the issuance thereof. The Borrower shall pay or reimburse the Issuing Bank for normal and customary costs and expenses incurred by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering the Letters of Credit. (c) At such time as the Administrative Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Administrative Agent shall promptly notify the Borrower and each Lender, by telephone or telecopy, of the amount of the draw and, in the case of each Lender, such Lender's portion of such draw amount as calculated in accordance with its Commitment Percentage. (d) The Borrower hereby agrees to immediately reimburse an Issuing Bank for amounts paid by such Issuing Bank in respect of draws under a Letter of Credit. In order to facilitate such repayment, the Borrower hereby irrevocably requests the Lenders, and the Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with --------- respect to the amounts of, the timing of requests for, and the repayment of Loans hereunder and in Article 3 hereof with respect to conditions precedent to --------- Advances hereunder), with respect to any drawing under a Letter of Credit prior to the occurrence of an event described in clauses (f) or (g) of Section 8.1 hereof, to make a Prime Rate Advance under the Revolving Loan Commitment to the Borrower on each day on which a draw is made under any Letter of Credit and in the amount of such draw, and to pay the proceeds of such Advance directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw and the Borrower shall deliver to the Administrative Agent a Request for Advance requesting the making of such Prime Rate Advance on the day of any such draw; provided, however, the failure of the Borrower to deliver a Request for Advance shall not effect the validity of any Prime Rate Advance made hereunder. Each Lender shall fund its share of such Prime Rate Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (f) or (g) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that any Letters of Credit are outstanding, any of the events described in clauses (f) or (g) of Section 8.1 hereof shall have occurred, then each Lender shall, automatically upon the occurrence of any such event and without any action on the part of the Issuing Bank, the Borrower, the Administrative Agent or the Lender, be deemed to have purchased an undivided participation in the face amount of all Letters of Credit then outstanding in an amount equal to such face amount of the Letters of Credit outstanding multiplied by such Lender's Commitment Ratio and each Lender shall, notwithstanding such Event of Default, upon a drawing under any Letter of Credit, immediately pay to the Administrative Agent for the account of the Issuing Bank, in immediately available funds, the amount of such Lender's participation (and the Issuing Bank shall deliver to such Lender a loan participation certificate dated the date of the occurrence of such event and in the amount of such Lender's Commitment Ratio). The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this Section hereunder shall be subject to the terms and conditions of Section 2.2(e) hereof. The obligation of each Lender to make payments to the Administrative Agent, for the account of the Issuing Bank, in accordance with this Section 2.14(d) shall be absolute and unconditional and no Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason. The Administrative Agent shall promptly remit to the Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two Business Days, at the Federal Funds Rate, and (y) thereafter, at the Prime Rate. (e) The Borrower agrees that each Advance by the Lenders to reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all purposes hereunder, be deemed to be a Prime Rate Advance under the Revolving Loan Commitment and shall be payable and bear interest in accordance with all other Revolving Loans. (f) The Borrower agrees that any action taken or omitted to be taken by the Issuing Bank in connection with any Letter of Credit, except for such actions or omissions as shall constitute gross negligence or willful misconduct on the part of the Issuing Bank as determined by a final non-appealable order of a court of competent jurisdiction, shall be binding on the Borrower as between the Borrower and the Issuing Bank, and shall not result in any liability of the Issuing Bank to the Borrower. The obligation of the Borrower to reimburse an Issuing Bank for a drawing under any Letter of Credit or the Lenders for Advances made by them to the Issuing Bank on account of draws made under the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any order, judgment Any lack of validity or decree enforceability of any Governmental Authority Loan Document; (ii) Any amendment or arbitrator shall waiver of or consent to any departure from any or all of the Loan Documents; (iii) Any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iv) The existence of any claim, set-off, defense or any right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting), any Lender or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by its terms purport any Letter of Credit, this Agreement, or any other Loan Document, or any unrelated transaction; (v) Any statement or any other documents presented under any Letter of Credit proving to enjoin be insufficient, forged, fraudulent or restrain invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) The insolvency of any Person issuing any documents in connection with any Letter of Credit; (vii) Any breach of any agreement between the Bank from issuing Borrower and any beneficiary or transferee of any Letter of Credit; (viii) Any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; (ix) Any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; (x) Any act, error, neglect or default, omission, insolvency or failure of business of any of the correspondents of the Issuing Bank; and (xi) Any other circumstances arising from causes beyond the control of the Issuing Bank. (g) If, after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or bank holding companies, or any Requirement of change in Applicable Law applicable to Bank or any request change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any directive regarding capital adequacy (whether or not having the force of law) from shall (i) impose, modify or deem applicable any Governmental Authority with jurisdiction over reserve (including, without limitation, any imposed by the Bank shall prohibitBoard of Governors of the Federal Reserve System), special deposit, capital adequacy, assessment or request that the Bank refrain from, the issuance of other requirements or conditions against letters of credit generally issued by the Issuing Bank or such (ii) impose on the Issuing Bank any other condition regarding this Agreement or any Letter of Credit or any participation therein, and the result of any of the foregoing in particular, the determination of the Issuing Bank is to increase the cost to the Issuing Bank of issuing or shall impose upon the Bank with respect to such maintaining any Letter of Credit or purchasing or maintaining any restrictionparticipation therein by an amount deemed by the Issuing Bank to be material, reserve then, upon receipt of written demand by the Issuing Bank, the Borrower agrees to pay to the Issuing Bank, from time to time as specified by the Issuing Bank, such additional amount or capital requirement (amounts as the Issuing Bank determines will compensate it for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Datesuch increased costs, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after from the date such change or action is effective, together with interest on each such amount from the fourth day after receipt of such demand, until payment in full thereof at the Prime Rate Basis. The Issuing Bank shall not be entitled to compensation under this Section 2.14(g) for any increased costs incurred more than one year prior to the date it makes written demand to the Borrower for such compensation. A certificate of the Issuing Bank setting forth the amount to be paid by the Borrower as a result of any event referred to in this paragraph and demonstrating the basis for and calculation of such determination shall, absent manifest error, be conclusive. The Issuing Bank agrees that if any amount or any portion of any amount described in this Section 2.14(g) is subsequently recovered by the Issuing Bank, it shall promptly reimburse the Borrower to the extent of the amount so recovered. (h) Each Lender shall be responsible for its pro rata share (based on such Lender's Commitment Ratio) of any and all reasonable out-of-pocket costs, expenses (including reasonable legal fees) and disbursements which may be incurred or made by the Issuing Bank in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit issued; or Credit, the Borrower's or any guarantor's obligations to reimburse draws thereunder or otherwise. In the event the Borrower shall fail to pay such expenses of the Issuing Bank within sixty (iv60) days of demand for payment by the Issuing Bank, each Lender shall thereupon pay to the Issuing Bank its pro rata share (based on such Letter Lender's Commitment Ratio) of Credit is not secured, as of such expenses within ten (10) days from the date of its issuancethe Issuing Bank's notice to the Lenders of the Borrower's failure to pay; provided, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following however, that if the Expiry Date of Borrowers shall thereafter pay such Letter of Creditexpenses, the Issuing Bank will repay to each Lender the amounts received from such Lender hereunder.

The Letters of Credit. (ai) Subject From time to time during the Revolving Credit Commitment Period, each Issuing Lender agrees on the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, set forth herein to issue Letters of CreditCredit for the account of the Borrower; provided, and to amend Letters that no Issuing Lender shall issue any Letter of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that if after giving effect to such issuance, the issuance aggregate undrawn amount of any Letter all Letters of Credit, Credit then outstanding plus the aggregate amount of all unreimbursed drawings under Letters of Credit would exceed the L/C Obligations hereunder Commitment Amount; provided, further, that no Issuing Lender shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue any Letters of Credit shall be fully revolvingif, that isafter giving effect to such issuance, the Company may, during sum of the foregoing period, and within the foregoing limits, request that the Bank issue aggregate undrawn amount of all Letters of Credit to replace then outstanding plus the aggregate outstanding principal amount of all Revolving Advances plus the aggregate amount of unreimbursed drawings under Letters of Credit which have been returned would exceed the Revolving Credit Commitment Amount; provided, further, that no Issuing Lender shall issue any Letters of Credit subsequent to the Bank for cancellation or date which have been drawn upon is 30 days prior to the Revolving Credit Termination Date. All letters of credit issued under the Existing Credit Agreement and reimbursedoutstanding on the Closing Date shall continue outstanding under this Agreement and be deemed to be Letters of Credit issued by the Issuing Lender pursuant to this Agreement. (bii) The Bank is No Issuing Lender shall be under no any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority governmental authority or arbitrator shall purport by its terms purport to enjoin or restrain the Bank such Issuing Lender from issuing such Letter of Credit, Credit or any Requirement of Law legal requirement applicable to Bank such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over the Bank such Issuing Lender shall prohibit, or request that the Bank such Issuing Lender refrain from, from the issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the Bank such Issuing Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which the Bank such Issuing Lender is not otherwise compensated hereundercompensated) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable applicable, in effect or known to such Issuing Lender on the Closing Date and which Bank such Issuing Lender in good xxxxx xxxxx material to it;; or (iiB) such Issuing Lender has received notice from Agent, or from Agent at the request of any Lender, on or prior to the Banking Day immediately prior to the requested date of issuance of such Letter of Credit that one or more of the applicable conditions contained in Article IV Section 4.02 is not then satisfied;; or (C) such requested Letter of Credit has an expiration date which is after the earlier of (x) five Banking Days prior to the Revolving Credit Termination Date and (y) one year after the date of issuance (subject to automatic renewals on terms satisfactory to the Issuing Lenders). (iii) Subject to Section 2.19(g), Letters of Credit with a one-year tenor may be by their terms automatically renewable (such automatically renewable Letters of Credit hereby referred to as "Renewable Letters of Credit") for additional one-year periods (which shall in no event extend beyond the requested Expiry Date date referred to in clause (x) of the preceding paragraph (a)(ii)(C)). The Issuing Lender shall notify all beneficiaries of Renewable Letters of Credit that such Letters of Credit shall not be renewed or extended unless the Agent and the Issuing Lender shall have received the request from the Borrower required under Section 2.19(g) and all conditions precedent to the issuance of Letters of Credit set forth in Section 4.02 are satisfied at the time of such Letter renewal or extension (which time, for purposes of Credit is more than two (2) years after this Section and Section 4.02, shall be deemed to be the date time of such Letter of Credit issued; or (iv) such Letter of Credit is renewal or extension and not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter Letters of Credit).

The Letters of Credit. (ai) Subject to the terms and conditions of this Agreementset forth herein, the Bank (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Amendment Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Availability DateRevolving Credit Facility, to issue Letters of CreditCredit 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 2.02(b2.03(b), provided, however, and (y) 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 after giving effect no L/C Issuer shall be obligated to the issuance of 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 aggregate amount date of all 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 hereunder shall not would exceed the Bond Enhancement Facility AmountLetter of Credit Sublimit. The CompanyWithin the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to request that the Bank issue obtain Letters of Credit shall be fully revolving, that is, and accordingly the Company Borrower may, during the foregoing period, and within the foregoing limits, request that the Bank issue obtain Letters of Credit to replace Letters of Credit which that have been returned to the Bank for cancellation expired or which that have been drawn upon and reimbursed. (bii) The Bank is An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank such L/C Issuer from issuing such Letter of Credit, or any Requirement of Law applicable to Bank such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank such L/C Issuer shall prohibit, or request direct that the Bank such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the Bank such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon the Bank such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and (for which Bank in good xxxxx xxxxx material to itsuch L/C Issuer is not otherwise compensated hereunder); (iiB) one subject to Section 2.03(b)(iii), the expiration date of such requested Letter of Credit would occur more than twelve months after the date of issuance or more of last renewal, unless the applicable conditions contained in Article IV is not then satisfiedRequired Lenders have approved such expiration date; (iiiC) the expiration date of such requested Expiry Date Letter of Credit would occur after applicable Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiration date; or (D) the issuance of such Letter of Credit is more than two would violate any Laws binding upon such L/C Issuer. (2iii) years after the date An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit issued; or in its amended form under the terms hereof, or (ivB) the beneficiary of such Letter of Credit is does not secured, as of accept the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of proposed amendment to such Letter of Credit. (iv) The Borrower, the Revolving Credit Lenders and the L/C Issuers acknowledge the issuance of the Existing Letters of Credit prior to the Amendment Effective Date and agree that such Existing Letters of Credit are hereby deemed to be Letters of Credit issued hereunder.

The Letters of Credit. (a) Subject to the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, to issue Letters of Credit, and to amend Letters of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that after giving effect to the issuance of any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Construction Loan Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The 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 by its terms purport to enjoin or restrain the Bank from issuing such Letter of Credit, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or (iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of Credit.

The Letters of Credit. (ai) Subject From time to time during the Revolving Credit Commitment Period, each Issuing Lender agrees on the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, set forth herein to issue Letters of CreditCredit for the account of the Borrower; provided, and to amend Letters that no Issuing Lender shall issue any Letter of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that if after giving effect to such issuance, the issuance aggregate undrawn amount of any Letter all Letters of Credit, Credit then outstanding plus the aggregate amount of all unreimbursed drawings under Letters of Credit would exceed the L/C Obligations hereunder Commitment Amount; provided, further, that no Lender shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue any Letters of Credit shall be fully revolvingif, that isafter giving effect to such issuance, the Company may, during sum of the foregoing period, and within the foregoing limits, request that the Bank issue aggregate undrawn amount of all Letters of Credit to replace then outstanding plus the aggregate outstanding principal amount of all Revolving Advances plus the aggregate amount of unreimbursed drawings under Letters of Credit which have been returned would exceed the Revolving Credit Commitment Amount; provided, further, that no Issuing Lender shall issue any Letters of Credit subsequent to the Bank for cancellation or date which have been drawn upon and reimbursedis 30 days prior to the Revolving Credit Termination Date. (bii) The Bank is No Issuing Lender shall be under no any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority governmental authority or arbitrator shall purport by its terms purport to enjoin or restrain the Bank such Issuing Lender from issuing such Letter of Credit, Credit or any Requirement of Law legal requirement applicable to Bank such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over the Bank such Issuing Lender shall prohibit, or request that the Bank such Issuing Lender refrain from, from the issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the Bank such Issuing Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which the Bank such Issuing Lender is not otherwise compensated hereundercompensated) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable applicable, in effect or known to such Issuing Lender on the Closing Date and which Bank such Issuing Lender in good xxxxx xxxxx faith deems material to it;; or (iiB) such Issuing Lender hax xxxxxxxx notice from Agent, or from Agent at the request of any Lender, on or prior to the Banking Day immediately prior to the requested date of issuance of such Letter of Credit that one or more of the applicable conditions contained in Article IV Section 4.02 is not then satisfied;; or (C) such requested Letter of Credit has an expiration date which is after the earlier of (x) five Banking Days prior to the Revolving Credit Termination Date and (y) one year after the date of issuance (subject to automatic renewals on terms satisfactory to the Issuing Lenders). (iii) Subject to Section 2.19(g), Letters of Credit with a one-year tenor may be by their terms automatically renewable (such automatically renewable Letters of Credit hereby referred to as "Renewable Letters of Credit") for additional one-year periods (which shall in no event extend beyond the requested Expiry Date date referred to in clause (x) of the preceding paragraph (a)(ii)(C)). The Issuing Lender shall notify all beneficiaries of Renewable Letters of Credit that such Letters of Credit shall not be renewed or extended unless the Agent and the Issuing Lender shall have received the request from the Borrower required under Section 2.19(g) and all conditions precedent to the issuance of Letters of Credit set forth in Section 4.02 are satisfied at the time of such Letter renewal or extension (which time, for purposes of Credit is more than two (2) years after this Section and Section 4.02, shall be deemed to be the date time of such Letter of Credit issued; or (iv) such Letter of Credit is renewal or extension and not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter Letters of Credit).

The Letters of Credit. 3.01 The Letter of Credit Subfacility. (a) Subject to On the terms and conditions of this Agreement, set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day Day, during the period from the Closing Date to the Availability date which is 30 days prior to the scheduled Credit Termination Date, to issue Letters of CreditCredit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.02(bsubsections 3.02(c) and 3.02(d), providedand (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided that the Issuing Bank shall not be obligated to Issue, howeverand no Bank shall be obligated to participate in, that any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after giving effect to thereto: (A) the issuance Total Outstandings exceed the aggregate Commitments; (B) the participation of any Letter of Credit, Bank in the aggregate amount Effective Amount of all L/C Obligations hereunder shall not plus the outstanding principal amount of the Loans of such Bank would exceed such Bank's Commitment or (C) the Effective Amount of all L/C Obligations would exceed the Bond Enhancement Facility AmountL/C Commitment. The Within the foregoing limits, and subject to the other terms and conditions hereof, the Company’s 's ability to request that the Bank issue obtain Letters of Credit shall be fully revolving, that isand, accordingly, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue obtain Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation expired or which have been drawn upon and reimbursed. (b) The Issuing Bank is shall be under no obligation to issue Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or of 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 Issuance of letters of credit generally or such Letter of Credit in particular, 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 Datedate of this Agreement, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date date of this Agreement and which the Issuing Bank in good xxxxx xxxxx material to it;faith deems materixx xx xx xxd for which the Issuing Bank is not compensated hereunder. (ii) the Issuing Bank has received written notice from any Bank, the Administrative 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 IV V is not then satisfied; (iii) the expiry date of any requested Expiry Date of such Letter of Credit is (A) more than two (2) years 360 days after the date of Issuance, unless the Required Banks and the Issuing Bank have approved such expiry date in writing, or (B) after the date which is 30 days prior to the scheduled Maturity Date; (iv) any requested Letter of Credit issuedis not in a form reasonably acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; (v) any standby Letter of Credit is for the purpose of supporting the issuance of any letter of credit by any other Person; or (ivvi) such Letter of Credit is not securedin a face amount less than $5,000,000 (or such lesser amount acceptable to the Administrative Agent and the Issuing Bank), as of the date of its issuance, by or to be denominated in a Pension Fund L/C having currency other than an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of CreditApplicable Currency.

The Letters of Credit. (ai) Subject From time to time during the Commitment Period, each Issuing Bank agrees on the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, set forth herein to issue Letters of CreditCredit for the account of the Borrower; PROVIDED, and to amend Letters that no Issuing Bank shall issue any Letter of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that if after giving effect to such issuance, the issuance aggregate undrawn amount of any Letter all Letters of Credit, Credit then outstanding plus the aggregate amount of all unreimbursed drawings under Letters of Credit would exceed the L/C Obligations hereunder Commitment Amount and PROVIDED, FURTHER, that no Bank shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue any Letters of Credit shall be fully revolvingif, that isafter giving effect to such issuance, the Company may, during sum of the foregoing period, and within the foregoing limits, request that the Bank issue aggregate undrawn amount of all Letters of Credit to replace then outstanding plus the aggregate outstanding principal amount of all Advances plus the Reinvestment Proceeds Amount plus the aggregate amount of unreimbursed drawings under Letters of Credit which have been returned to would exceed the Bank for cancellation or which have been drawn upon and reimbursedCommitment Amount. (bii) The No Issuing Bank is shall be under no any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority governmental authority or arbitrator shall purport by its terms purport to enjoin or restrain the such Issuing Bank from issuing such Letter of Credit, Credit or any Requirement of Law legal requirement applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over the such Issuing Bank shall prohibit, or request that the such Issuing Bank refrain from, from the issuance of letters of credit generally or such Letter of Credit in particular, particular or shall impose upon the such Issuing Bank with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which the such Issuing Bank is not otherwise compensated hereundercompensated) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable applicable, in effect or known to such Issuing Bank on the Closing Date and which such Issuing Bank in good faitx xxxxx xxxxx material xxxerial to it;; or (iiB) such Issuing Bank has received notice from Agent, or from Agent at the request of any Bank, on or prior to the Banking Day immediately prior to the requested date of issuance of such Letter of Credit that one or more of the applicable conditions contained in Article IV Section 4.02 is not then satisfied;; or (C) such requested Letter of Credit has an expiration date which is after the earlier of (x) five Banking Days prior to the Termination Date and (y) one year (or such later date agreed to by the Issuing Lender) after the date of issuance. (iii) Subject to Section 2.15(g), Letters of Credit with a one-year tenor may be by their terms automatically renewable (such automatically renewable Letters of Credit hereby referred to as "RENEWABLE LETTERS OF CREDIT") for additional one-year periods (which shall in no event extend beyond the requested Expiry Date date referred to in clause (x) of the preceding paragraph (a)(ii)(C)). The Issuing Bank shall notify all beneficiaries of Renewable Letters of Credit that such Letters of Credit shall not be renewed or extended unless the Agent and the Issuing Bank shall have received the request from the Borrower required under Section 2.15(g) and all conditions precedent to the issuance of Letters of Credit set forth in Section 4.02 are satisfied at the time of such Letter renewal or extension (which time, for purposes of Credit is more than two (2) years after this Section and Section 4.02, shall be deemed to be the date time of such Letter of Credit issued; or (iv) such Letter of Credit is renewal or extension and not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter Letters of Credit).

The Letters of Credit. From the date hereof until the Termination Date, the Bank agrees to issue, against the Commitment, one or more letters of credit (athe “Letter(s) Subject of Credit”) from time to time in the maximum aggregate face amount outstanding at any one time of $1,500,000.00, subject to the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, to issue Letters of Credit, and to amend Letters of Credit previously issued by it, in accordance with Section 2.02(b), ; provided, however, that after giving effect to the issuance of any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The Bank is under no obligation to issue any Letter Letter(s) of Credit if: (ipursuant hereto at any time when there exists any set of facts or circumstances which, by themselves or upon the giving of notice or the lapse of time, or both would constitute an Event of Default under this Agreement. The Letter(s) any order, judgment of Credit shall be evidenced by and reimbursement therefor shall be made in accordance with the terms of one or decree more applications and agreements for commercial letter(s) of credit agreed upon by the parties hereto in substitution or partial substitution therefor in favor of the Bank. No Letter(s) of Credit shall have an expiry date in excess of one year from the date of its issuance nor later than the Termination Date. Any Letter(s) of Credit issued hereunder will reduce the availability under the Commitment dollar for dollar. The Borrower shall pay all fees required by the Bank for each Letter(s) of Credit issued. The Borrower shall also pay all other out of pocket expenses in connection with the issuance of any Governmental Authority or arbitrator shall by its terms purport Letter(s) of Credit. The Letters of Credit issued hereunder will be subject to enjoin or restrain the Bank from issuing such Uniform Customs and Practices for Documentary Credits, in effect as of the date of issuance of this particular Letter of Credit, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or (iv) such Letter of Credit is not securedwhich, as of the date hereof, is the 1993 Revision, International Chamber of its issuanceCommerce Publication No. 500 and, to the extent not inconsistent therewith, the laws of the State of Ohio. Section 4. This Modification shall be governed by a Pension Fund L/C having an expiry date and construed in accordance with the laws of at least fifteen (15) days following the Expiry Date State of Ohio. Section 5. THE BANK AND THE BORROWER ACKNOWLEDGE AND AGREE THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN OR AMONG THEM, BUT THAT SUCH RIGHT MAY BE WAIVED. ACCORDINGLY, THE PARTIES AGREE THAT NOTWITHSTANDING SUCH CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER THE PARTIES BELIEVE AND AGREE THAT IT SHALL BE IN THEIR BEST INTEREST TO WAIVE SUCH RIGHT, AND, ACCORDINGLY, HEREBY WAIVE SUCH RIGHT TO A JURY TRIAL, AND FURTHER AGREE THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS AGREEMENT, ANY LOAN DOCUMENTS OR THE RELATIONSHIP AMONG THE BANK AND THE BORROWER SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY IN FRANKLIN COUNTY, OHIO. Section 6. Any capitalized terms used herein, but not defined, shall have the meaning given to such Letter of Creditterms in the Loan Agreement.

The Letters of Credit. (a) Subject to the terms and conditions hereof and provided no Default or Event of this AgreementDefault has occurred and is continuing, the Bank agrees, at any time and from time to time on any Business Day during the period from the Closing Date prior to the Availability Revolving Credit Repayment Date, to the Borrower may request that the Issuing Lender issue Letters for the account of Credit, and to amend the Borrower one or more irrevocable Letters of Credit previously issued denominated in Dollars, and otherwise in a form customarily used by itthe Issuing Lender, or in such other form as has been approved by the Issuing Lender, in accordance with Section 2.02(b), provided, however, support of such obligations of the Borrower described in the definitions of Standby Letter of Credit and any other obligations of the Borrower that after giving effect are reasonably acceptable to the issuance Agent and the Issuing Lender and otherwise permitted to exist pursuant to this Agreement (each such letter of any credit, a "Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed"). (b) The Bank is Issuing Lender agrees to issue (subject to the terms and conditions contained herein) following its receipt of a request for a Letter of Credit for the account of the Borrower one or more Letters of Credit provided that the Issuing Lender shall be under no obligation to issue any Letter of Credit ifif at the time of such issuance: (i) any order, judgment or decree of any Governmental Authority governmental authority or arbitrator shall purport by its terms purport to enjoin or restrain the Bank Issuing Lender from issuing such Letter of Credit, Credit or any Requirement requirement of Law law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority governmental authority with jurisdiction over the Bank Issuing Lender shall prohibit, prohibit or request that the Bank Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank Issuing Lender with respect to such Letter of Credit any restriction, restriction or reserve or capital requirement (for which the Bank Issuing Lender is not otherwise compensated hereundercompensated) not in effect on the Closing Datedate of this Agreement, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on applicable, in effect or known to the Closing Date Issuing Lender as of the date of this Agreement and which Bank the Issuing Lender in good xxxxx xxxxx material to it;; or (ii) the Issuing Lender shall have received notice from any other Lender prior to the issuance of such Letter of Credit to the effect that one or more of the applicable conditions contained specified in Article IV is Section 3.1.2 are not then satisfied; (iii) , or that the requested Expiry Date issuance of such Letter of Credit is more than two would violate any provision of this Section 2.1.1. (2c) years Notwithstanding the foregoing, (i) no Letter of Credit shall be issued if the stated amount of which, when added to the aggregate amount of all Letters of Credit and any Unpaid Drawing at such time, would exceed the lesser of (x) $5,000,000, and (y) when added to the aggregate principal amount of all Revolving Credit Loans then outstanding, an amount equal to the Commitment; and (ii) each Letter of Credit shall by its terms terminate or be terminable by the Issuing Lender on such date that would result in all drawings thereunder, being funded pursuant to the terms thereof prior to the earlier of (x) the date which occurs twelve (12) months after the date of issuance thereof (although any such Letter of Credit issued; ormay be extendable for successive periods of up to twelve (12) months, but not beyond the sixth Business Day prior to the Revolving Credit Repayment Date, on terms acceptable to the Issuing Lender), and (y) the date which is six (6) Business Days prior to the Revolving Credit Repayment Date. (ivd) Each request for a Letter of Credit shall be made by submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and in effect at such time, no later than five (5) Business Days prior to the proposed date of issuance of the Letter of Credit, provided that if the express provisions of any Letter of Credit Agreement conflict with the express provisions of this Agreement, the provisions of this agreement shall control to the extent of such conflict. The making of each request for a Letter of Credit shall be deemed to be a representation and 2.1.1. The Agent shall promptly notify, and deliver to, the Issuing Lender each such Letter of Credit is not securedAgreement. Upon the issuance of any Letter of Credit, as the Issuing Lender shall promptly notify the Agent and each Lender of such issuance; and (e) Immediately upon issuance of a Letter of Credit, the date Issuing Lender shall be deemed to have sold and transferred to each Lender, other than the Issuing Lender (each such Lender, in its capacity under this subsection 2.1.1(e), an "LC Participant") and each LC Participant shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation in such Letter of its issuance, by a Pension Fund L/C having an expiry date Credit to the extent of at least fifteen (15) days following the Expiry Date of such LC Participant's Pro Rata Share in such Letter of Credit., each drawing made thereunder and the obligations of the Borrower with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitment, or in the Pro Rata Shares of the Lenders pursuant to Section 9.11 hereof, it is hereby agreed that, with respect to all outstanding Letters of Credit and any Unpaid Drawing at such time, there shall be an automatic adjustment to the participations pursuant to this subsection 2.1.1

The Letters of Credit. (a) Subject to Each L/C Issuer agrees, on the terms and conditions set forth in this Agreement (including the limitations set forth in this Section 2.01), upon the request of this Agreementthe Company, (1) to issue direct pay Letters of Credit in favor of the Bank agrees, Trustee to provide credit and liquidity support in connection with the related Bonds from time to time on any Business Day during the period from the Closing Date date of this Agreement to the Availability Date, Commitment Expiration Date and (2) to issue Letters of Credit, and to amend modify Letters of Credit previously issued by it, in accordance with Section 2.02(b), provided, however, that after giving effect (“Modify,” and each such action a “Modification”) from time to time from the issuance Date of any Issuance of a Letter of Credit, the aggregate amount of all Credit to its L/C Expiration Date; provided that (a) the sum of (x) the Maximum Credit Amount and (y) all Reimbursement Obligations hereunder owed by the Company to any L/C Issuer shall not exceed the Bond Enhancement Facility Amount. The Companyamount agreed upon in writing between the Company and such L/C Issuer; (b) any Bank’s ability to request that the Bank issue participation in Letters of Credit shall not exceed such Bank’s Share of the sum of (x) the Maximum Credit Amount and (y) all Reimbursement Obligations; (c) the sum of (x) the Maximum Credit Amount and (y) all Reimbursement Obligations shall not at any time exceed the aggregate Commitment of all Banks; (d) no L/C Issuer shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed. (b) The Bank is under no obligation obligated to issue or Modify any Letter of Credit if: if (i) any order, judgment or decree of any Governmental Authority court or arbitrator other governmental authority shall by its terms purport to enjoin or restrain the Bank such L/C Issuer from issuing such Letter of CreditCredit or (ii) any applicable law, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with governmental authority having jurisdiction over the Bank such L/C Issuer, shall prohibit, or request or direct that the Bank such L/C Issuer refrain from, the issuance of letters of credit generally or of such Letter of Credit in particularparticular and (e) on the Commitment Expiration Date, any unused Commitment shall be reduced to zero. Unless otherwise terminated in accordance with its terms, each Letter of Credit shall expire on its L/C Expiration Date. Letters of Credit shall not be issued in respect of any obligation other than the Bonds. (b) Subject to Section 2.01(a), the Company shall give the applicable L/C Issuer notice prior to 11:00 A.M., New York City time, at least 15 Business Days (or such lesser time as the applicable L/C Issuer may agree) prior to the proposed Date of Issuance or Modification of each Letter of Credit, specifying the name of the Trustee as beneficiary, the series of Bonds to be supported by such Letter of Credit, the proposed date of issuance (or Modification) and the expiry date of such Letter of Credit and describing the proposed terms of such Letter of Credit. Such notice shall impose upon also be accompanied by drafts of the proposed Official Statement and the other Operative Documents relating to the series of Bonds to be supported by such Letter of Credit. Upon receipt of such notice, the applicable L/C Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Bank, of the contents thereof and of the amount of such Bank’s participation in such proposed Letter of Credit. The issuance or Modification by an L/C Issuer of any Letter of Credit shall, in addition to the applicable conditions precedent set forth in Article III (the satisfaction of which an L/C Issuer shall have no duty to ascertain; provided that no L/C Issuer shall issue a Letter of Credit if such L/C Issuer shall have received written notice (which has not been rescinded) from the Administrative Agent or any Bank with respect that any applicable condition precedent to the issuance or modification of such Letter of Credit has not been satisfied), be subject to the conditions precedent that such Letter of Credit shall be satisfactory to the applicable L/C Issuer and that the Company shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good xxxxx xxxxx material to it; (ii) one or more of the applicable conditions contained in Article IV is not then satisfied; (iii) the requested Expiry Date of as such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or (iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen Issuer shall have reasonably requested (15) days following the Expiry Date of such Letter of Credit.each a “