Common use of Letters of Credit Clause in Contracts

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the final Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and such Issuing Bank’s Unused Revolving Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . Each Letter of Credit shall be for an amount of $40,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (x) the date that is one year after the date of issuance thereof or (y) 10 Business Days prior to the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the sum of the Available Amount of the Letters of Credit expiring after such Termination DateDate plus the aggregate outstanding Revolving Credit Advances of the Consenting Lenders. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) (the “Existing Letters of Credit”) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the latest Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (ia) Each Until the Commitment Termination Date, the Issuing Bank agreesBank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to Section 2.6(d), agrees to issue, at the request of the Company, Letters of Credit for the account of the Borrowers on the terms and conditions hereinafter set forth; provided, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit that (each, a “i) each Letter of Credit”Credit shall expire on the earlier of (A) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on date one year after the date of delivery issuance of the applicable Notice of Issuance) (i) for all Letters such Letter of Credit issued by each (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date (except pursuant to a clause whereby the Issuing Bank not is entitled to exceed at any time the lesser of (x) terminate the Letter of Credit Facility at on an annual basis by giving prior written notice to the beneficiary thereof in accordance with the written terms of such time and Letter of Credit): (yii) such Issuing Bank’s each Letter of Credit Commitment shall be in a stated amount of at such time least $50,000; and (iiiii) for each such the Borrowers may not request any Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Credit Commitments Loans of the all Revolving Credit Lenders would exceed the Aggregate Revolving Commitments then in effect, or (including any replacement Revolving Credit Lendersc) for the period following such Termination Date outstanding Borrowing Base Obligations would be less than exceed the Available Amount of the Letters of Credit expiring after such Termination DateBorrowing Base. Within the limits referred to above, the Borrower may from time to time request Upon the issuance of Letters each Letter of Credit each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount available to be drawn under this Section 2.01(d)such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Credit Lender by an amount equal to the amount of such participation.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders at such time. Each Letter of Credit shall be in a face amount of $1,000,000 or more. No Letter of Credit shall have an expiration date (including any replacement Revolving Credit Lendersall rights of the applicable Borrower or the beneficiary to require renewal) for the period following such Termination Date would be less later than the Available Amount earlier of (x) the Letters date that is one year after the date of Credit expiring after such issuance thereof or (y) 10 Business Days prior to the Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any Non-Extending Lender ifsuch automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after such 15 days prior to the Termination Date, “Special Letters of Credit”). Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue Issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any a Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the latest Termination Date in effect at the date of issuance thereof in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after shall have an expiration date later than five Business Days prior to the Termination Date of any Non-Extending Lender if, Lenders having Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the issuance of such issuance, the aggregate Revolving Letter of Credit. No Letter of Credit Commitments shall have an expiration date (including all rights of the Revolving Credit Lenders (including any replacement Revolving Credit LendersBorrower or the beneficiary to require renewal) for later than five Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such latest Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.1(b).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Alternative Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment or Unused Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Equivalent thereof in Dollars; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachtogether with the Existing Letters of Credit referred to in Section 2.03(e), a “Letter the "Letters of Credit”") denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, (ii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) such Issuing Bank’s Letter the Unused Working Capital Commitments of Credit Commitment the Working Capital A Lenders under the Working Capital A Facility at such time and (iiiii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed an amount equal to the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the Unused Revolving Credit Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time; provided that no . Letters of Credit issued under the Letter of Credit may expire after A Facility shall be issued for the account of any Crompton Borrower and Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal Borrower. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of any Non-Extending Lender ifa Standby Letter of Credit, one year after giving effect to such issuancethe date of issuance thereof and (B) in the case of a Trade Letter of Credit, 90 days after the aggregate Revolving Credit Commitments date of issuance thereof. Within the limits of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within A Facility or the Letter of Credit B-1 Facility, as the case may be, and subject to the limits referred to above, the Borrower Crompton Borrowers or the Uniroyal Borrower, as the case may from time to time be, may request the issuance of Letters of Credit under this Section 2.01(d2.01(f), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(f).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, in reliance upon Issuing Lender may, but shall not be required to, through the agreements of Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Lenders set forth in this AgreementMaturity Date, to issue letters upon the written request of credit (each, the Borrower accompanied by a “duly executed Letter of Credit”) denominated Credit Agreement and such other documentation related to the requested Letter of Credit as the Issuing Lender may require, issue Letters of Credit in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date Borrower, in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) amount for all Letters of Credit issued by each Issuing Bank hereunder at any one time outstanding not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Maximum Amount. Each Letter of Credit Commitment at shall be in a minimum face amount of One Hundred Thousand Dollars ($100,000) (or such time lesser amount as may be agreed to by Issuing Lender) and each Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) for ten (10) Business Days prior to the Revolving Credit Maturity Date in effect on the date of issuance thereof. Notwithstanding the foregoing to the contrary, subject to the provisions of this clause 3.1, (a) the expiration date of a Letter of Credit may be up to one (1) year later than the Revolving Credit Maturity Date if the Borrower cash collateralizes each such Letter of Credit not having an expiry date later than the Revolving Credit Maturity Date on or before the thirtieth (30th) day prior to exceed the Revolving Credit Maturity Date by depositing in an account with the Agent, in the name of the Borrower, an amount in cash equal to the Unused Revolving Credit Commitments 105% of the Lenders at face amount of the applicable Letter(s) of Credit as of such timedate; provided that no and (b) any Letter of Credit may expire after the Termination Date (other than a Letter of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of which expires later than the Revolving Credit Lenders Maturity Date) may provide for the automatic renewal thereof for an additional one-year period (including or, in the case of any replacement renewal or extension thereof, one year after such renewal or extension), subject however to the cash collateral requirement in clause (a) above in the event any such renewal would result in a Letter of Credit which expires later than the Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Maturity Date. Within The Borrower hereby grants to the limits referred Bank, a security interest in all cash collateral pledged pursuant to above, the Borrower may from time to time request this clause 3.1 or otherwise under this Agreement. The submission of all applications in respect of and the issuance of Letters each Letter of Credit under hereunder shall be subject in all respects to such industry rules and governing law as are reasonably acceptable to the Issuing Lender. In the event of any conflict between this Section 2.01(d)Agreement and any Letter of Credit Document other than any Letter of Credit, this Agreement shall control.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Revolving Credit Availability Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b).

Letters of Credit. At the request of Borrower, and upon execution of letter of credit documentation satisfactory to Bank (iincluding, without limitation, an Application and Agreement for Commercial Letter of Credit [for documentary letters of credit] or Standby Letter of Credit Application and Agreement [for standby letters of credit] for each such letter of credit in the form attached hereto as EXHIBIT "D") Each Issuing (the "APPLICATION"), Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to shall issue documentary or standby letters of credit (each, a “Letter of Credit”"LETTERS OF CREDIT") denominated in Dollars or any Committed Currency from time to time for the account of Borrower in a face amount not exceeding in the aggregate at any time outstanding the lesser of (a) $5,000,000, or (b) $15,000,000 MINUS the aggregate outstanding principal balance of all Advances. The Revolving Credit Commitment shall at all times be reduced by the aggregate face amount of outstanding Letters of Credit. The Letters of Credit shall be on terms mutually acceptable to Bank and Borrower and its specified Subsidiaries from time to time no Letter of Credit shall have an expiration date later than one hundred eighty days after the Termination Date. Any amount paid by Bank on any Business Day during Letter of Credit which is not immediately reimbursed by Borrower shall be treated as an Advance without the necessity for any request by Borrower. Borrower shall pay to Bank, at the time of issuance of each documentary Letter of Credit, a fee equal to one and one-quarter of one percent (1.25%) per annum times the face amount of the Letter of Credit for the period from the Effective Date until 30 days before Letter of Credit is to be outstanding. Borrower shall pay to Bank, at the Termination Date in an aggregate Available Amount time of issuance of each standby Letter of Credit, a fee equal to two percent (based in respect 2%) per annum times the face amount of the Letter of Credit for the period the Letter of Credit is to be outstanding. In connection with the issuance of any Letters of Credit Credit, Borrower shall pay to be denominated Bank its standard fees and charges, including the standard fees and charges provided for in a Committed Currency by reference the Application. The obligations and indebtedness of Borrower to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifunder this SECTION 2.5, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within Credit, and the limits referred to aboveApplications, shall be part of the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)Obligations.

Letters of Credit. (ia) The Letter of Credit Facility. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter together with the Existing Letters of Credit”, the "Letters of Credit") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries by the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until 30 10 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment (or such greater amount as such Issuing Bank shall agree) and (ii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (1) the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; time less (2) the sum of the Commercial Paper Set-Aside Amount and the Electronic L/C Reserve then in effect, provided that no Standby Letters of Credit shall be denominated in an Alternative Currency and no Trade Letter of Credit denominated in an Alternative Currency shall be issued if the aggregate Available Amount of all outstanding Letters of Credit denominated in Alternative Currencies shall exceed the equivalent Dollar amount, determined in accordance with Section 1.04, of $25,000,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) in the case of a Letter of Credit denominated in an Alternative Currency, 60 days before the Termination Date, and in all other cases, 10 days before the Termination Date and (B) (1) in the case of a Standby Letter of Credit, one year after the date of issuance thereof (but such Standby Letter of Credit may expire by its terms be automatically renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and the Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination")) and (2) in the case of a Trade Letter of Credit, one year after the Termination Date date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Non-Extending Lender ifNotice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such issuanceStandby Letter of Credit in any event to be extended to a date after the dates referred to in clause (A) above. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the aggregate Revolving Credit Commitments date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the issuance of additional Letters of Credit under this Section 2.16(a). The Borrower and any one Issuing Bank (the "Electronic Issuing Bank") may from time to time agree to reserve under the Letter of Credit Facility an amount (the "Electronic L/C Reserve") not to exceed the Letter of Credit Facility, which reserve shall (A) be available solely for electronically issued Trade Letters of Credit from time to time in accordance with customary procedures applicable thereto and each such electronically issued Letter of Credit (an "Electronic L/C") shall be considered a Letter of Credit for all purposes under this Agreement and (B) be established or revised upon not less than 2 Business Days' prior written notice thereof from the Borrower to the Paying Agent, provided that, upon the occurrence and during the continuance of an Event of Default, the ability to establish and maintain the Electronic L/C Reserve and the ability of an Issuing Bank to electronically issue Trade Letters of Credit under this Agreement shall be suspended.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the final Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) of greater than one year; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . Other than as specified on Schedule 2.01(b), no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (x) the date that is one year after the date of issuance thereof and (y) 10 Business Days prior to the final Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits of the Letter of Credit Facility and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such each Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than one year after the Termination Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Extending Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date; provided, further, that in respect of any Letter of Credit with an expiry later than the date that is 90 days prior to the Termination Date, the Borrower shall deliver to the Agent cash collateral on such 90th day, pursuant to documentation reasonably satisfactory to the Agent, in an amount equal to the sum of (x) the aggregate stated amount of all Letters of Credit with an expiry later than the date five Business Days prior to the Termination Date and (y) an amount equal to the full amount of fees that would accrue with respect to such Letters of Credit under Section 2.05(b) if each such Letter of Credit with an expiry later than the date five Business Days prior to the Termination Date were not drawn or cancelled prior to its stated expiry. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks' Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that no any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments shall have an expiration date (including all rights of the Revolving Credit Lenders (including any replacement Revolving Credit Lendersapplicable Borrower or the beneficiary to require renewal) for the period following such Termination Date would be less of later than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) The Borrower, the Existing Issuing Banks and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Closing Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a the “Letter Letters of Credit”) denominated in Dollars or any Committed Currency U.S. dollars for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date date hereof until 30 days five Business Days before the Termination Date (A) in an aggregate Available Amount (based in respect of any Letters for each such Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the Unused Revolving Credit Commitment of such Issuing Bank at such time and (B) in an aggregate Available Amount for all Letters of Credit not to exceed the lesser of (x1) the Letter of Credit Facility at such time and (y2) the aggregate Unused Revolving Credit Commitments at such Issuing Bank’s time. No Letter of Credit Commitment at such time and shall have an expiration date (ii) for each including all rights of the Borrower or the beneficiary of such Letter of Credit not to exceed an amount equal require renewal) later than the earlier of (x) five Business Days prior to the Unused Revolving Credit Commitments Termination Date and (y) one year after the date of the Lenders at issuance thereof, but any such time; provided that no Letter of Credit may expire after by its terms be renewable annually on the Termination Date terms set forth in clause (ii) of any Non-Extending Lender if, after giving effect to such issuance, this Section 2.01(e). Within the aggregate Revolving Credit Commitments limits of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(e)(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(e)(i).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to the issuance of such issuanceLetter of Credit, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (ia) Each Issuing Bank agrees, Following the Closing Date and Borrower’s deposit of funds into the NYC-DYCD Lease Account and the Unfunded Obligations Account on the terms and conditions hereinafter set forthClosing Date in accordance with Section 8.1 hereof, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries may from time to time deliver to Lender a Letter of Credit in accordance with the provisions of this Section 8.11 in replacement of such amounts then on any Business Day during deposit in the period NYC-DYCD Lease Account and/or the Unfunded Obligations Account. Any Letter of Credit from time to time delivered in replacement of funds on deposit in the Effective Date until 30 days before NYC-DYCD Lease Account or the Termination Date Unfunded Obligations Accounts shall be in an aggregate Available Amount (based amount equal to the amount of the NYC-DYCD Lease Funds or the Unfunded Obligations Funds, as applicable, held by Cash Management Bank in respect of any Letters cash on the date such Letter of Credit is delivered to be denominated Lender and Borrower shall give Lender no less than ten (10) days written notice of Borrower’s election to deliver a Letter of Credit together with a draft of the proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Upon such delivery to Lender of a Committed Currency by reference Letter of Credit in the amount equal to the Equivalent thereof amount of NYC-DYCD Lease Funds or the Unfunded Obligations Funds, as applicable, held by Cash Management Bank in Dollars determined cash on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not and provided that no Event of Default has occurred and is continuing, Lender shall promptly cause the Cash Management Bank to exceed disburse any funds held by the Cash Management Bank in cash in the NYC-DYCD Lease Account or the Unfunded Obligations Account to Borrower. No party other than Lender shall be entitled to draw on any such Letter of Credit. In the event that any disbursement of any NYC-DYCD Lease Funds or the Unfunded Obligations Funds, as applicable, relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender a replacement Letter of Credit in an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no original Letter of Credit may expire after posted less the Termination Date amount of any Non-Extending Lender ifthe applicable disbursement provided hereunder and (ii) Lender, after giving effect receiving such replacement Letter of Credit, returning such original Letter of Credit to such issuanceBorrower; provided, that, no replacement Letter of Credit shall be required with respect to the aggregate Revolving Credit Commitments final disbursement of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for NYC-DYCD Lease Funds or the period following Unfunded Obligations Funds, as applicable, such Termination Date would that no further sums are required to be less than on deposit in the Available Amount of NYC-DYCD Lease Account or the Letters of Credit expiring after such Termination Date. Within the limits referred to aboveUnfunded Obligations Account, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)as applicable.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; . Unless otherwise agreed by the applicable Issuing Bank in its sole discretion, no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuanceIssuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing On or after the date hereof through and including the maturity date of the Note, provided there has been no Event of Default hereunder which has occurred and is continuing, the Bank agreesshall, on upon the request of the Companies and subject to the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue one (1) or more irrevocable standby or trade letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of one or more of the Borrower Companies up to the maximum aggregate principal amount available under the Revolving Line of Credit and its specified Subsidiaries subject to the use limitations of subsection 2.2 of this Agreement, and each having an expiration date not later than the maturity date of the Note (herein each a "Letter of Credit" or collectively the "Letters of Credit"). Application for a Letter of Credit shall be made on the form of the Bank customarily used for similar letters of credit. One or more of the Companies shall provide the application not less than three (3) days prior to the required date of issuance of the Letter of Credit. Amounts paid by the Bank to cover any draws under the Letters of Credit as from time to time on amended or modified, shall be deemed to have been advancements made under the Note, as hereinafter defined, for the Revolving Line of Credit. Prior to any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any draws for Letters of Credit to under the Revolving Line of Credit, the maximum principal balance of the Note, available for advances, shall be denominated in a Committed Currency reduced by reference the principal (face) amount of all outstanding Letters of Credit, the principal (face) amount of all pending applications for Bank's issuance of Letters of Credit, and amounts previously drawn under the Revolving Line of Credit which remain outstanding and unpaid. The Companies shall pay to the Equivalent thereof in Dollars determined Bank on the date a Letter of delivery Credit is issued and on each anniversary thereof until such Letter of Credit expires a fee equal to one percent (1%) per annum of the applicable Notice undrawn amount available to be drawn under such Letter of Issuance) (i) for all Letters Credit. Such fees shall be earned when paid and shall not be subject to rebate or refund by the Bank in the event that any Letter of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) is terminated or reduced. The fee for the Letter of Credit Facility at such time and shall be calculated on the basis of a three hundred sixty (y360) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal day year factor applied to the Unused Revolving Credit Commitments actual number of the Lenders at such time; provided days elapsed or that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)will elapse.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days one month before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time; provided that no . Each Letter of Credit may expire shall be in a face amount of EUR 1,000,000 (or its Equivalent) or more. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of (x) the date that is one year after the Termination Date date of any Non-Extending Lender if, after giving effect issuance thereof or (y) 10 Business Days prior to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any a Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued hereunder not to exceed at any time the Letter of Credit Facility at such time and (ii) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) The Borrower, the Existing Issuing Bank and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Closing Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter the "Letters of Credit”") denominated in Dollars or any Committed Currency U.S. dollars for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date date hereof until 30 days five Business Days before the Termination Date (A) in an aggregate Available Amount (based in respect of any Letters for each such Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the Unused Revolving Credit Commitment of such Issuing Bank at such time and (B) in an aggregate Available Amount for all Letters of Credit not to exceed the lesser of (x1) the Letter of Credit Facility at such time and (y2) the aggregate Unused Revolving Credit Commitments at such Issuing Bank’s time. No Letter of Credit Commitment at such time and shall have an expiration date (ii) for each including all rights of the Borrower or the beneficiary of such Letter of Credit not to exceed an amount equal require renewal) later than the earlier of (x) five Business Days prior to the Unused Revolving Credit Commitments Termination Date and (y) one year after the date of the Lenders at issuance thereof, but any such time; provided that no Letter of Credit may expire after by its terms be renewable annually on the Termination Date terms set forth in clause (ii) of any Non-Extending Lender if, after giving effect to such issuance, this Section 2.01(e). Within the aggregate Revolving Credit Commitments limits of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within Facility, and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(e)(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e)(i).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the final Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . Each Letter of Credit shall be for an amount of $40,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (x) the date that is one year after the date of issuance thereof or (y) 10 Business Days prior to the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the sum of the Available Amount of the Letters of Credit expiring after such Termination DateDate plus the aggregate outstanding Revolving Credit Advances of the Consenting Lenders. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) (the “Existing Letters of Credit”) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time; provided that no . No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders shall have an expiration date (including any replacement Revolving Credit Lendersall rights of such Borrower or the beneficiary to require renewal) for later than 10 Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such final Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal or extension thereof or amendment thereto that increases the Available Amount thereof or otherwise materially increases an Issuing Bank’s obligations thereunder.

Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter the "Letters of Credit”") denominated in Dollars or any Committed Currency for the account of any Borrower under the Borrower and its specified Subsidiaries Letter of Credit A Facility, Letter of Credit B-1 Facility or Letter of Credit B-2 Facility, as the case may be, from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, (ii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) such Issuing Bank’s Letter the aggregate Unused Working Capital Commitments of Credit Commitment the Working Capital A Lenders under the Working Capital A Facility at such time and time, (iiiii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed an amount equal to the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused Revolving Credit Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time and (iv) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-2 Facility not to exceed the lesser of (x) the Letter of Credit B-2 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-2 Lenders under the Working Capital B-2 Facility at such time; provided that no . Letters of Credit issued under the Letter of Credit may expire after A Facility shall be issued for the account of any Crompton A Borrower, Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal B-1 Borrower and Letters of Credit issued under the Letter of Credit B-2 Facility shall be issued for the account of any B-2 Borrower. No Letters of Credit shall be issued under the Working Capital B-3 Facility or the Canadian Facility. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of any Non-Extending Lender ifa Standby Letter of Credit, one year after giving effect to such issuancethe date of issuance thereof and (B) in the case of a Trade Letter of Credit, 90 days after the date of issuance thereof. Within the limits of the Letter of Credit A Facility, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within B-1 Facility or the Letter of Credit B-2 Facility, as the case may be, and subject to the limits referred to above, any Crompton A Borrower, the Borrower Uniroyal B-1 Borrower, any B-2 Borrower, as the case may from time to time be, may request the issuance of Letters of Credit under this Section 2.01(d2.01(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(i).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or at the request of any Committed Currency for Borrower (such issuance, and any funding of a draw thereunder, are deemed made by the account Issuing Banks in reliance on the agreements of the Borrower and its specified Subsidiaries other Banks pursuant to Section 2.2) from time to time on any Business Day during the period from the Effective Date until 30 days before prior to the Termination Date in an aggregate Available Amount such that, immediately after giving effect to the issuance of each Letter of Credit, the aggregate Letter of Credit Liabilities (based i) in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each the Issuing Banks do not exceed at the time of any such issuance the aggregate of all Letter of Credit Commitments at such time, (ii) in respect of all Letters of Credit issued by any Issuing Bank do not to exceed at the time of any time the lesser of (x) such issuance the Letter of Credit Facility Commitment of such Issuing Bank at such time time, and (yiii) such Issuing Bank’s Letter in respect of all Letters of Credit Commitment outstanding at the time of any such time and (ii) for each such Letter issuance issued at the request of Credit any Borrower do not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time; provided that in no event shall the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to any Bank plus the aggregate amount of all Letter of Credit may expire after the Termination Date Liabilities held by such Bank for all Letters of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of exceed the Revolving Credit Lenders Commitment of such Bank for TWC at the time of any such issuance. No Letter of Credit shall have an expiration date (including any replacement Revolving Credit Lendersall rights of a Borrower or the beneficiary to require renewals, but excluding automatic renewal provisions if the relevant Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than 7 Business Days prior to the date set forth in clause (i) for the period following such Termination Date would be less than the Available Amount of the Letters definition herein of Credit expiring after such Termination Date) later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date. Within the limits referred to above, the a Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.1(b), repay any Letter of Credit Liability resulting from drawings thereunder pursuant to Section 2.2(c) and request the issuance of additional Letters of Credit under this Section 2.1(b).

Letters of Credit. (ia) Each Issuance of Letters of Credit. Issuing Bank agreesshall from time to time, on the terms and conditions hereinafter set forth, in reliance upon the agreements satisfaction (or proper waiver) of the Revolving applicable conditions precedent in Article IV hereof, issue, extend or renew Letters of Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated that are payable in Dollars or any Committed Alternative Currency for the account of each of the Borrower Borrowers, upon such terms and its specified Subsidiaries from time conditions as Issuing Bank may then require; provided that (i) the sum of the principal amount of any drawings not reimbursed pursuant to time on any Business Day during Section 2.5(d) and the period from undrawn amount of outstanding Letters of Credit (reflecting the Effective Date until 30 days before the Termination Date Assigned Dollar Value of such unreimbursed drawings made in an aggregate Available Amount (based in respect Alternative Currency or such undrawn amount of any Letters of Credit payable in an Alternative Currency) shall at no time exceed the LOC Committed Amount, and (ii) the sum of (A) the aggregate principal amount of Revolving Loans outstanding (reflecting the Assigned Dollar Value of all Foreign Currency Loans), (B) the sum of the principal amount of any drawings not reimbursed pursuant to be denominated Section 2.5(d) and the undrawn amount of outstanding Letters of Credit (reflecting the Assigned Dollar Value of such unreimbursed drawings made in a Committed an Alternative Currency by reference to or such undrawn amount of any Letters of Credit payable in an Alternative Currency), and (C) the Equivalent thereof in Dollars determined on aggregate principal amount of outstanding Swingline Loans and (D) the Assigned Dollar Value of the aggregate European Swingline Loans outstanding shall all at no time exceed the Aggregate Commitment. No Letter of Credit shall have an original expiration date more than one year from the date of delivery issuance or that extends beyond the Revolving Facility Termination Date. The joint and several reimbursement obligations of the applicable Notice of Issuance) (i) for all Borrowers under any such Letters of Credit are to be Obligations hereunder, and the coming due of any reimbursement obligation under any such Letter of Credit shall be deemed to be a request for a Revolving Loan in the amount of such Obligation. If an Event of Default occurs or exists, or, if at the Revolving Facility Termination Date, there is outstanding a Letter of Credit that as originally issued or as extended had an expiry date extending beyond the Revolving Facility Termination Date, Borrowers, on demand by each the Issuing Bank not Bank, are to exceed deliver to the Administrative Agent good funds equal to 100% of the maximum liability under all outstanding Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders as cash collateral for the Borrowers' joint and several reimbursement obligations and the other Obligations. Without limiting any other provisions in this Agreement, including the restrictions on the issuance, extension or renewal of Letters of Credit set forth in Section 2.5(a) hereof, the parties hereto hereby agree that if at any time the lesser sum of the undrawn amount (x) reflecting the Letter Assigned Dollar Value of any Letters of Credit Facility at such time and (ypayable in an Alternative Currency) such of outstanding Letters of Credit exceeds the LOC Committed Amount, Borrowers, on demand by the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not , are to exceed an amount deliver to the Administrative Agent good funds equal to 100% of the Unused Revolving Credit Commitments amount of such excess, which funds are to be deposited in the Cash Collateral Account maintained by Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) as cash collateral for the period following such Termination Date would be less than Borrowers' joint and several reimbursement obligations and the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)other Obligations.

Letters of Credit. (ia) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements A portion of the Revolving Commitments may be used by Borrower for the issuance of Letters of Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency by the Agent for the account of the Borrower subject to the terms and its specified Subsidiaries from time to time on any Business Day conditions set forth herein, provided that the aggregate face amount of all Letters of Credit shall not exceed $105,000,000 during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect earlier to occur of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) date that the Letter of Credit Facility at such time for the benefit of Credit Suisse First Boston is drawn on so as to reduce the amount available thereunder, or is amended or replaced so as to reduce the face amount thereof, by more than $15,000,000 or (ii) April 16, 1998, and (y) such Issuing Bank’s thereafter shall not exceed $90,000,000. Each Letter of Credit Commitment at such time shall be denominated in dollars and (ii) for each such shall be a either a direct pay IRB Letter of Credit, a direct pay letter of credit supporting bond related Indebtedness similar to the IRB Letters of Credit or a standby letter of credit issued to support the obligations of Borrower in connection with Permitted Developments. Each Letter of Credit not shall expire no later than five (5) Business Days prior to exceed the Maturity Date. Although the Agent shall be the issuing bank of the Letter of Credit, each Lender hereby accepts for its own account and risk an undivided interest equal to its Commitment Percentage in the Agent's obligations represented by each Letter of Credit issued hereunder, and unconditionally and irrevocably agrees with the Agent that, upon any Unreimbursed Drawing, such Lender shall promptly pay to the Agent an amount equal to the Unused Revolving Credit Commitments such Lender's Commitment Percentage of the Lenders at amount of such time; provided that no Unreimbursed Drawing. Upon the issuance of each Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifhereunder, after giving effect there shall be reserved from each Lender's Commitment an amount equal to such issuance, the aggregate Revolving Credit Commitments Lender's Commitment Percentage of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount face amount of the Letters Letter of Credit. Such reserved amounts shall remain in place and shall be unavailable for borrowing under Section 2.1 until the date that the Letter of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)expires or is terminated.

Letters of Credit. (i) Each Any Borrower may request any Issuing Bank agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth, forth and in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at of such time Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no . No Letter of Credit may expire shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date of any Non-Extending Lender if, Issuance thereof (or one year after giving effect to such issuance, its renewal or extension) and 10 Business Days before the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, subject to Section 2.19(d), on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreementherein, to issue standby letters of credit (including the Existing Letters of Credit, each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries or any Subsidiary from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that . Other than as specified on Schedule 2.01(b), no Letter of Credit may expire shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (x) the date that is one year after the Termination Date date of any Non-Extending Lender ifissuance thereof and (y) except as provided in Section 2.03(a)(ii), after giving effect 10 Business Days prior to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits of the Letter of Credit Facility and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in US Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit not to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) exceed (i) for all Letters of Credit issued by each all of the Issuing Bank not to exceed at any time the lesser of (x) Banks, the Letter of Credit Facility at such time and (yii) for the proposed Letter of Credit to be issued by such Issuing Bank, (x) such Issuing Bank’s Letter of Credit Commitment at such time time, (y) such Issuing Bank’s (or its Affiliate’s) Unused Revolving Credit Commitment and (iiz) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuanceLetter of Credit, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.1(d). Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until 30 five days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the date that is 5 days before the Termination Date; provided that no any Letter of Credit may expire after which has an expiration date that is later than 5 days before the Termination Date or that provides for automatic one-year extension(s) of any Non-Extending Lender if, after giving effect such expiration date shall be deemed to such issuance, comply with the aggregate Revolving Credit Commitments foregoing requirement if (i) the Borrower is not in default of the Revolving Credit Lenders provisions of Section 2.07(d), or (including any replacement Revolving Credit Lendersii) for in the period following such Termination Date would be less than the Available Amount case of the Letters of Credit expiring after that provide for automatic one-year extensions, the Issuing Bank has the unconditional right to prevent any such Termination Dateautomatic extension from taking place. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit issued prior to the Closing Date and listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such Letter of Credit, provided than any renewal or replacement of any such Letter of Credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue standby and, in reliance upon the agreements sole discretion of the Revolving Credit Lenders set forth in this Agreementrespective Issuing Bank, to issue direct-pay, letters of credit (each, a “Letter together with the Existing Letters of Credit”, the "Letters of Credit") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries or a Designated Account Party from time to time on any Business Day during the period from the Restatement Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at less such time Issuing Bank's Letter of Credit Advances and (ii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the least of (x) the Letter of Credit Sub-Limit at such time, (y) the Unused Revolving Credit Commitments of the Lenders at such time and (z) the Borrowing Base Availability at such time; provided that no . No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date and one year after the date of issuance thereof. Any Letter of Credit may, upon request of the Borrower or Designated Account Party, as the case may be, include a provision whereby such Letter of Credit may expire after be renewed for additional consecutive periods of 12 months or less, provided that the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments consent of the Revolving Credit Required Lenders (including and the Issuing Bank will be required for any replacement Revolving Credit Lenders) for such renewal during the period following such Termination Date would be less than continuance of a Default or Event of Default. Within the Available Amount limits of the Letters Letter of Credit expiring after such Termination Date. Within Facility, and subject to the limits referred to above, the Borrower or a Designated Account Party may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.16(a), the Borrower may repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(d) and the Borrower or a Designated Account Party may request the issuance of additional Letters of Credit under this Section 2.16(a). Each Letter of Credit shall be denominated in Dollars.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any a Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date of such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than five Business Days before the Termination Date of such Issuing Bank, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.1(b).

Letters of Credit. (i) Each The Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency U.S. dollars for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during from and after the period from date of the Effective Date initial Advance until 30 days before the Termination Maturity Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank amount not to exceed at any time the lesser of (x) outstanding the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Sublimit in effect at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifthat, after giving effect to the issuance of such issuanceLetter of Credit, the aggregate Revolving Total Current Exposure shall not exceed the Total Commitment. Each Letter of Credit Commitments shall have an expiry date which is 365 days or less immediately following the date of the Revolving issuance of such Letter of Credit, but in no event shall any Letter of Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less have an expiry date that occurs on a date later than the Available Amount Maturity Date; provided, however, a Borrower may request issuance or renewal of the Letters a Letter of Credit expiring with an expiry date after the Maturity Date if, at the time of such Termination Dateissuance or renewal, such Borrower deposits into the L/C Cash Collateral Account an amount in immediately available funds equal to the face amount of such Letter of Credit. Within Subject to the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.1(c), repay any Revolving Advances resulting from drawings thereunder pursuant to Section 2.3(b) and request the issuance of additional Letters of Credit under this Section 2.1(c). The reimbursement obligation under the Letter of Credit shall be payable in U.S. dollars in accordance with Section 2.3(b). All amounts paid by the Issuing Bank under a Letter of Credit shall, immediately upon the making of such payment and without the necessity of further act or evidence, constitute Revolving Advances to the requesting Borrower by the Issuing Bank hereunder for all purposes of this Agreement (including, without limitation, the provisions of Section 2.4 and Section 2.6), which shall be deemed made by the Issuing Bank, and the Issuing Bank shall be entitled to all of the benefits of this Agreement and the other Loan Documents with respect to such Revolving Advances. Each Letter of Credit issued on behalf of any Borrower may be cancelled before its expiration date without penalty if the beneficiary of the Letter of Credit delivers the original Letter of Credit to the Issuing Bank. Each Letter of Credit issued under the Existing Credit Agreement and outstanding as of the Agreement Date is listed on Schedule 2.1(c) hereto, and such existing Letters of Credit shall automatically be deemed to have been issued and outstanding under this Agreement as of the Agreement Date.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time; provided that no . No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders shall have an expiration date (including any replacement Revolving Credit Lendersall rights of such Borrower or the beneficiary to require renewal) for later than 10 Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such final Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, 13 Omnicom: Amended and Restated Five Year Credit Agreement when applied to a Letter of Credit, shall include any renewal or extension thereof or amendment thereto that increases the Available Amount thereof or otherwise materially increases an Issuing Bank’s obligations thereunder.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachcollectively, the “Letters of Credit”, and each a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower (such issuance, and its specified Subsidiaries any funding of a draw thereunder, to be made by the Issuing Banks (including through such branches or Affiliates as such Issuing Bank and the Borrower shall jointly agree) in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the Effective Date until 30 10 days before prior to the Termination Maturity Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each the Issuing Bank Banks not to exceed at any time the lesser of (xA) the aggregate Letter of Credit Commitments at such time and (B) the Letter of Credit Facility Commitment of such Issuing Bank at such time and (y) or such greater amount as such Issuing Bank’s Letter of Credit Commitment at such time Bank shall approve) and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks at such time. No Letters of Credit shall have expiration dates later than 10 Business Days prior to the Maturity Date; provided provided, however, that no if the applicable Issuing Bank and the Agent each consent, in their sole discretion, the expiration date (including, without limitation, any expiration date which may be extended automatically under the terms of the Letters of Credit) of any Letter of Credit may expire extend beyond the date referred to in this sentence (each such Letter of Credit, together with any Letter of Credit outstanding on the effective date of Amendment No. 2 to this Agreement with an expiration date beyond the Maturity Date, an “Extended Letter of Credit”); provided, further, that, on or prior to the date that is 95 days prior to the Maturity Date (or, if later, the date of issuance of the applicable Extended Letter of Credit), the Borrower shall provide cash collateral for each Extended Letter of Credit that is outstanding or is issued after the Termination date that is 95 days prior to the Maturity Date in an amount equal to 102% of any Non-Extending Lender ifthe face amount of such Extended Letter of Credit; provided, after giving effect to such issuancefurther, that at no time shall the aggregate Revolving Credit Commitments amount of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Extended Letters of Credit expiring after plus the unpaid principal amount of Revolving Credit Advances exceed the sum of the Borrowing Sublimit plus the amount of cash collateral then held with respect to the Extended Letters of Credit. The cash collateral specified in the foregoing sentence shall be provided to the Agent by the Borrower by requesting a Revolving Credit Advance pursuant to Section 2.01(a). If the Borrower shall fail to make such Termination Daterequest, the Agent may make such request on the Borrower’s behalf. The Banks agree that they will make such Revolving Credit Advance whether or not the applicable conditions precedent in Section 3.02 are then satisfied. Upon the furnishing by the Borrower of such cash collateral on the ninety-fifth day prior to the Maturity Date to the Agent, the Agent shall transfer to individual cash collateral accounts established by each Issuing Bank which has issued an Extended Letter of Credit the pro rata share of such cash collateral allocable to such Issuing Bank. Simultaneous with receipt of such cash collateral, such Extended Letters of Credit, shall for all purposes cease to be Letters of Credit hereunder. Thereafter, fees, costs and expenses, as well as terms for release of such cash collateral, shall be as agreed from time to time between the Borrower and such Issuing Bank. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).”;

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment or Unused Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Equivalent thereof in Dollars; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the latest Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any Non-Extending Lender ifsuch automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after such 15 days prior to the latest Termination Date, “Special Letters of Credit”). Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate; provided that the original Issuing Bank shall continue as the “Issuing Bank” and shall remain liable in all respects for the performance of such Affiliate with respect to any such Letter of Credit.

Letters of Credit. (i) Each Issuing Bank agrees, on On the terms and conditions hereinafter set forthforth herein and upon request of the Borrower, the Bank from time to time prior to the Termination Date, in reliance upon the agreements lieu of the one or more Revolving Credit Lenders set forth in this AgreementLoans, to will issue documentary letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower, in favor of such beneficiaries, expiring on such dates and specifying availability on such terms and conditions as shall be requested by the Borrower and its specified Subsidiaries from time be reasonably satisfactory to time on the Bank, provided that in no event shall any Business Day during the period from the Effective Date until 30 such letter of credit be written with a tenor of more than 120 days before or to expire more than ninety (90) days after the Termination Date in an Date. In no event shall any such letter of credit be issued, if, after giving effect thereto, (1) the aggregate Available Amount amount available under all letters of credit issued on behalf of the Borrower and outstanding (based in respect of any Letters the "Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of IssuanceBalance") would exceed $5,000,000 or (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x2) the Letter of Credit Facility Balance plus the then outstanding principal balance of all Revolving Credit Loans would exceed the Commitment. Each letter of credit shall be supported by Collateral in the same manner and subject to the same advance ratios as Revolving Credit Loans and shall be shown as part of outstanding loan balances on the Borrower's Certificates required by Section 5.08(1). Any such letter of credit shall be issued on the express condition, to which the Borrower agrees, that the Borrower shall provide to the Bank on its forms an Application and Agreement for the issuance of such letter of credit providing for the reimbursement to be made by the Borrower if or when drafts are paid under any such letter of credit. The Borrower may reimburse the Bank for the payment of such drafts out of proceeds of a Revolving Credit Loan, if the Borrower is then otherwise entitled to borrow hereunder, Any provision of Section 2.01 to the contrary notwithstanding, the Commitment shall at such time and (y) such Issuing Bank’s all times be deemed to be utilized by the amount of the Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may Balance from time to time request for all purposes of the issuance of Letters of Credit under this Section 2.01(d)Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time or such other amount mutually agreed between such Issuing Bank and the Borrower and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . Except as provided in Section 2.03(h), no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date then applicable to such Issuing Bank, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Extending Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue standby and, in reliance upon the agreements sole discretion of the Revolving Credit Lenders set forth in this Agreementrespective Issuing Bank, to issue direct-pay, letters of credit (each, a together with the Existing Letters of Credit as provided in Section 2.16(j)) (the “Letter Letters of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries or a Designated Account Party from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at less such time Issuing Bank’s Letter of Credit Advances and (ii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the least of (x) the Letter of Credit Sub-Limit at such time, (y) the Unused Revolving Credit Commitments of the Lenders at such time and (z) the Borrowing Base Availability at such time; provided that no . No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date and one year after the date of issuance thereof. Any Letter of Credit may, upon request of the Borrower or Designated Account Party, as the case may be, include a provision whereby such Letter of Credit may expire after be renewed for additional consecutive periods of 12 months or less, provided that the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments consent of the Revolving Credit Required Lenders (including and the Issuing Bank will be required for any replacement Revolving Credit Lenders) for such renewal during the period following such Termination Date would be less than continuance of a Default or Event of Default. Within the Available Amount limits of the Letters Letter of Credit expiring after such Termination Date. Within Facility, and subject to the limits referred to above, the Borrower or a Designated Account Party may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.16(a), the Borrower may repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(d) and the Borrower or a Designated Account Party may request the issuance of additional Letters of Credit under this Section 2.16(a). Each Letter of Credit shall be denominated in Dollars.

Letters of Credit. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachduring the period from and including the Effective Date to, a “but not including the Letter of Credit”) Credit Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or any Committed Currency for the account of the as each Co-Borrower and its specified Subsidiaries may from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) request; provided, however, that (i) for the Outstanding Revolving Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Outstanding Revolving Obligations of all Letters Lenders plus the aggregate principal amount of Credit issued by each Issuing Bank all outstanding Competitive Loans shall not to exceed the combined Revolving Commitments at any time the lesser of and (xiii) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Usage shall not exceed the Letter of Credit Commitment Sublimit at such time and (ii) for each such any time. By written notice to Administrative Agent prior to the Effective Date, Borrower may request that any Existing Letter of Credit not be deemed to exceed an amount equal be a Letter of Credit issued hereunder, and all Existing Letters of Credit so identified shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the account of each Co-Borrower, and each Co-Borrower hereby assumes the obligations of any other existing obligor(s) to the Unused Revolving Issuing Lenders with respect to such Existing Letters of Credit. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit Commitments which expires more than 12 months after the date of the Lenders at such time; provided that its issuance or last renewal, no Letter of Credit may expire more than 12 months after the Termination Date date of any Non-Extending Lender ifits issuance or last renewal; provided, however, that no Letter of Credit shall expire after giving effect the Business Day which is at least five days prior to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters If any Letter of Credit under this Section 2.01(d)Usage remains outstanding on the Revolving Termination Date, each Co-Borrower shall, on the Revolving Termination Date, deposit cash in an amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account.

Letters of Credit. (i) Each Issuing Bank agreesAt the request of DSI on behalf of Borrowers, on the terms and conditions hereinafter set forthFINOVA may, in reliance upon its Permitted Discretion, arrange for the agreements issuance of the Revolving Credit Lenders set forth in this Agreement, to issue letters letter of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower Borrowers and guarantees of payment of such letters of credit, in each case in form and substance satisfactory to FINOVA in its specified Subsidiaries sole discretion (collectively, "LETTERS OF CREDIT"). The aggregate face amount of all outstanding Letters of Credit from time to time shall not exceed the amount shown on any the Schedule, and shall be reserved against the availability of Revolving Credit Loans. Borrowers shall jointly and severally pay all bank charges for the issuance of Letters of Credit, together with an additional fee to FINOVA equal to the percentage set forth on the Schedule of the aggregate face amount of each Letter of Credit outstanding from time to time during the term of this Agreement (the "L/C FEE"). The L/C Fee shall be deemed to be fully earned upon the issuance of each Letter of Credit and shall be due and payable on the first Business Day of each month following a month during which any Letter of Credit is outstanding. Any advance by FINOVA under or in connection with a Letter of Credit shall constitute an Obligation hereunder. Each Letter of Credit shall have an expiry date no later than thirty (30) days prior to the period from last day of the Effective Date until 30 Initial Term or, if issued during any Renewal Term no later than thirty (30) days before prior to the Termination Date last day of such Renewal Term. Immediately upon any termination of this Agreement, Borrowers shall either: (i) provide cash collateral to FINOVA in an aggregate Available Amount amount equal to 105% of the maximum amount of FINOVA's obligations under or in connection with all then outstanding Letters of Credit, or (based ii) cause to be delivered to FINOVA releases of all FINOVA's obligations under outstanding Letters of Credit. At FINOVA's discretion, any proceeds of Collateral received by FINOVA may be held as the cash collateral required by this Section 2.4. Each Borrower hereby agrees jointly and severally to indemnify, save, and hold FINOVA harmless from any loss, cost, expense, or liability, including payments made by FINOVA, expenses, and reasonable attorneys' fees incurred by FINOVA arising out of or in respect connection with any Letters of Credit. Each Borrower agrees to be bound by the issuing bank's regulations and interpretations of any Letters of Credit to be denominated in guarantied by FINOVA and opened for a Committed Currency Borrower's account or by reference to the Equivalent thereof in Dollars determined on the date FINOVA's interpretations of delivery of the applicable Notice of Issuance) (i) for all Letters any Letter of Credit issued by FINOVA for a Borrower's account, and each Issuing Bank Borrower understands and agrees that FINOVA shall not to exceed at be liable for any time the lesser error, negligence, or mistake, whether of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of omission or commission, in following any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of Borrower's instructions or those contained in the Letters of Credit expiring after such Termination Dateor any modifications, amendments, or supplements thereto. Within Each Borrower understands that FINOVA may indemnify the limits referred to above, the Borrower may from time to time request the issuance of Letters bank issuing a Letter of Credit for certain costs or liabilities arising out of claims by a Borrower against such issuing bank. Each Borrower hereby agrees jointly and severally to indemnify and hold FINOVA harmless with respect to any loss, cost, expense, or liability incurred by FINOVA under this Section 2.01(d)any such indemnification by FINOVA to any issuing bank.

Letters of Credit. (i) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forthhereof, the Revolving Credit Commitments may be utilized, upon the request of Borrower, in reliance upon addition to the agreements Revolving Credit Loans provided for by Section 2.1(a), for standby and commercial letters of credit (herein collectively called “Letters of Credit”) issued by the Issuing Lender for the account of Borrower; provided, however, that in no event shall (i) the aggregate amount of all Letter of Credit Liabilities, plus the aggregate principal amount of the Revolving Credit Lenders set forth in this AgreementLoans then outstanding, to issue letters plus the aggregate principal amount of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to Swing Loans then outstanding exceed at any time the lesser of (x) the Letter of Revolving Credit Facility Commitments as in effect at such time and (y) the Borrowing Base as in effect at such Issuing Banktime, (ii) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such Revolving Credit Lender’s pro rata share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Revolving Credit Lender’s pro rata share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Revolving Credit Lender’s Revolving Credit Commitment as in effect at such time time, (iii) the outstanding aggregate amount of all Letter of Credit Liabilities exceed $25 million, (iv) the face amount of any Letter of Credit be less than $10,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit Commitment Termination Date (unless cash collateralized (or backstopped by irrevocable letters of credit) beyond such date on terms and conditions and pursuant to documentation satisfactory to the Majority Revolving Credit Lenders) and (iiy) the date twelve months following the date of such issuance for each standby Letters of Credit or 270 days after the date of such issuance for commercial Letters of Credit, unless the Majority Revolving Credit Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the Revolving Credit Commitment Termination Date); provided, however, that any standby Letter of Credit may be automatically extended for periods of up to one year (but never beyond the fifth Business Day preceding the Revolving Credit Commitment Termination Date) so long as such Letter of Credit not to exceed provides that the Issuing Lender retains an amount equal option satisfactory to the Unused Revolving Credit Commitments of the Lenders at Issuing Lender, to terminate such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifprior to each extension date, after giving effect to such issuance, the aggregate Revolving Credit Commitments unless all of the Revolving Credit Lenders have approved such expiry date in writing, or (including vi) the Issuing Lender issue any replacement Letter of Credit after it has received notice from Borrower or the Majority Revolving Credit Lenders stating that a Default or Event of Default exists until such time as the Issuing Lender shall have received written notice of (x) rescission of such notice from the Majority Revolving Credit Lenders, (y) for waiver of such Default or Event of Default in accordance with this Agreement or (z) the period following Administrative Agent’s good faith determination that such Termination Date would be less than Default or Event of Default has ceased to exist. Without limiting the Available Amount of the foregoing, Existing Letters of Credit expiring after such Termination Date. Within the limits referred shall be deemed to above, the Borrower may from time to time request the issuance of be Letters of Credit issued under this Section 2.01(d).Agreement and shall be entitled to all of the benefits hereof. The following additional provisions shall apply to Letters of Credit:

Letters of Credit. (ia) Each Issuing Bank agrees, on The Borrower may request the terms and conditions hereinafter set forthissuance of Letters of Credit, in reliance upon a form reasonably acceptable to the agreements of Administrative Agent and the Revolving Credit Lenders set forth in this AgreementIssuing Bank, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower Borrower, at any time and its specified Subsidiaries from time to time on any Business Day during the period from Revolving Credit Availability Period; provided, that any Letter of Credit shall be issued only if, and each request by the Effective Date until 30 days before Borrower for the Termination Date in an aggregate Available Amount (based in respect issuance of any Letters Letter of Credit to shall be denominated in deemed a Committed Currency representation and warranty by reference to the Equivalent thereof in Dollars determined on Borrower that, immediately following the date issuance of delivery such Letter of Credit, the applicable Notice sum of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time Exposure and (ii) for each the aggregate principal amount of outstanding Revolving Loans shall not exceed the aggregate amount of the Revolving Credit Commitments at such time, provided that, in no event shall the sum of (A) the aggregate principal amount of outstanding Revolving Loans on any date plus (ii) the Letter of Credit not to Exposure on such date exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of all the Revolving Lenders and, provided, further, that the amount of all outstanding Tranche B Letters of Credit Lenders (including any replacement Revolving as defined in the Working Capital and Acquisition Facility Credit LendersAgreement) for the period following such Termination Date would be less than the Available Amount of and the Letters of Credit expiring after shall not exceed $12,500,000. Each Letter of Credit shall expire at the close of business on the earlier of (x) the first anniversary of the date of issuance thereof and (y) five Business Days prior to the Conversion Date (or, if the Term-Out Option has become effective pursuant to Section 2.01(b), five Business Days prior to the Maturity Date) unless such Termination Date. Within Letter of Credit expires by its terms on an earlier date; provided, that any Letter of Credit with an expiration date on the limits first anniversary one year from date of issuance may provide for the renewal thereof for additional one-year periods but shall in no event extend beyond the date referred to in clause (y) above, the Borrower may from time to time request the issuance of Letters . Each Letter of Credit under this Section 2.01(d)shall provide for payments of drawings in dollars.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments (immediately prior to such Issuance) of the Lenders at such time; provided that no . No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments shall have an expiration date (including all rights of the Revolving Credit Lenders (including any replacement Revolving Credit LendersBorrower or the beneficiary to require renewal) for later than five Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that renewal or replacement of any such letter of credit shall not be Letters of Credit under this Agreement unless such renewal or replacement is issued by an Issuing Bank (other than Issuing Banks solely by operation of this sentence) pursuant to the terms of this Agreement.

Letters of Credit. (ia) Each Issuance of Letters of Credit. Issuing Bank agreesshall from time to time issue, on the terms and conditions hereinafter set forth, in reliance upon the agreements extend or renew Letters of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated that are payable in Dollars or any Committed Foreign Currency for the account of each of the Borrower Co-Borrowers, upon such terms and conditions as Issuing Bank may then require under its specified Subsidiaries from time standard letter of credit documentation; provided that (i) the sum of the principal amount of any drawings under Letters of Credit not reimbursed pursuant to time on any Business Day during Section 2.5(d) and the period from undrawn amount of outstanding Letters of Credit (including the Effective Date until 30 days before the Termination Date Assigned Dollar Value of such unreimbursed drawings made in an aggregate Available Amount (based in respect a Foreign Currency or such undrawn amount of any Letters of Credit to be denominated payable in a Foreign Currency) shall at no time exceed the LOC Committed Amount, and (ii) the sum of (A) the aggregate principal amount of Revolving Loans outstanding (including the Assigned Dollar Value of all Foreign Currency by reference to Loans), (B) the Equivalent thereof in Dollars determined on the date of delivery sum of the applicable Notice principal amount of Issuance) (i) for all any drawings under Letters of Credit not reimbursed pursuant to Section 2.5(d) and the undrawn amount of outstanding Letters of Credit (including the Assigned Dollar Value of such unreimbursed drawings made in a Foreign Currency or such undrawn amount of any Letters of Credit payable in a Foreign Currency), (C) the aggregate principal amount of outstanding Swingline Loans shall all at no time exceed the Aggregate Commitment, and (D) the face amount of each Letter of Credit shall not be less than the Assigned Dollar Value of $5,000,000. No Letter of Credit shall have an original expiration date that extends beyond the Revolving Facility Termination Date. The joint and several reimbursement obligations of the Co-Borrowers under any such Letters of Credit are to be Obligations hereunder, and the coming due of any reimbursement obligation under any such Letter of Credit shall be deemed to be a request for a Revolving Loan in the amount of such Obligation. If an Event of Default occurs or exists, or, if at the Revolving Facility Termination Date, there is outstanding a Letter of Credit that as originally issued or as extended had an expiry date extending beyond the Revolving Facility Termination Date, Co-Borrowers, on demand by each the Issuing Bank not Bank, are to exceed deliver to the Administrative Agent good funds equal to 100% of the maximum stated liability under all outstanding Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Co-Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders as cash collateral for the Co- Borrowers' joint and several reimbursement obligations and the other LOC Obligations. Without limiting any other provisions in this Agreement, including the restrictions on the issuance, extension or renewal of Letters of Credit set forth in Section 2.5(a) hereof, the parties hereto hereby agree that if at any time the lesser sum of (x) the Letter undrawn amount of outstanding Letters of Credit Facility at such time and (y) such exceeds the LOC Committed Amount, Co-Borrowers, on demand by the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not , are to exceed an amount deliver to the Administrative Agent good funds equal to 100% of the Unused Revolving Credit Commitments amount of such excess, which funds are to be deposited in the Cash Collateral Account maintained by Co-Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) as cash collateral for the period following such Termination Date would be less than Co-Borrowers' joint and several reimbursement obligations and the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)other LOC Obligations.

Letters of Credit. (i) Each Issuing Bank agreesAt the request of Borrower, on the terms and conditions hereinafter set forthFINOVA may, in reliance upon its ----------------- Permitted Discretion, arrange for the agreements issuance of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and guarantees of payment of such letters of credit, in each case in form and substance satisfactory to FINOVA in its specified Subsidiaries sole discretion (collectively, "Letters of Credit"). The aggregate face amount of all ----------------- outstanding Letters of Credit from time to time shall not exceed the amount shown on any the Schedule, and shall be reserved against the availability of Revolving Credit Loans. Borrower shall pay all bank charges for the issuance of Letters of Credit, together with an additional fee to FINOVA equal to the percentage set forth on the Schedule of the aggregate face amount of each Letter of Credit outstanding from time to time during the term of this Agreement (the "L/C Fee"). The L/C Fee shall be deemed to be fully earned upon the issuance of -------- each Letter of Credit and the passage of time, or both, would constitute an Event of Default, shall be due and payable on the first Business Day of each month following a month during which any Letter of Credit is outstanding. Any advance by FINOVA under or in connection with a Letter of Credit shall constitute an Obligation hereunder. Each Letter of Credit shall have an expiry date no later than thirty (30) days prior to the period from last day of the Effective Date until 30 Initial Term or, if issued during any Renewal Term no later than thirty (30) days before prior to the Termination Date last day of such Renewal Term. Immediately upon any termination of this Agreement, Borrower shall either: (i) provide cash collateral to FINOVA in an aggregate Available Amount amount equal to 105% of the maximum amount of FINOVA's obligations under or in connection with all then outstanding Letters of Credit, or (based ii) cause to be delivered to FINOVA releases of all FINOVA's obligations under outstanding Letters of Credit. At FINOVA's discretion, any proceeds of Collateral received by FINOVA may be held as the cash collateral required by this Section 2.4. Borrower hereby agrees to indemnify, save, and hold FINOVA harmless from any loss, cost, expense, or liability, including payments made by FINOVA, expenses, and reasonable attorneys' fees incurred by FINOVA arising out of or in respect connection with any Letters of Credit. Borrower agrees to be bound by the issuing bank's regulations and interpretations of any Letters of Credit to be denominated in a Committed Currency guarantied by reference to the Equivalent thereof in Dollars determined on the date FINOVA and opened for Borrower's account or by FINOVA's interpretations of delivery of the applicable Notice of Issuance) (i) for all Letters any Letter of Credit issued by each Issuing Bank FINOVA for Borrower's account, and Borrower understands and agrees that FINOVA shall not to exceed at be liable for any time the lesser error, negligence, or mistake, whether of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifomission or commission, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period in following such Termination Date would be less than the Available Amount of Borrower's instructions or those contained in the Letters of Credit expiring after such Termination Dateor any modifications, amendments, or supplements thereto. Within Borrower understands that FINOVA may indemnify the limits referred to above, the Borrower may from time to time request the issuance of Letters bank issuing a Letter of Credit for certain costs or liabilities arising out of claims by Borrower against such issuing bank. Borrower hereby agrees to indemnify and hold FINOVA harmless with respect to any loss, cost, expense, or liability incurred by FINOVA under this Section 2.01(d)any such indemnification by FINOVA to any issuing bank.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no . No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders shall have an expiration date (including any replacement Revolving Credit Lendersall rights of such Borrower or the beneficiary to require renewal) for later than 10 Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer 12 Omnicom: Three Year Credit Agreement of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit; provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal or extension thereof or amendment thereto that increases the Available Amount thereof or otherwise materially increases an Issuing Bank’s obligations thereunder.

Letters of Credit. (i) Each Any Borrower may request any Issuing Bank agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth, forth and in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at of such time Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time; provided that no . No Letter of Credit may expire shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date of any Non-Extending Lender if, Issuance thereof (or one year after giving effect to such issuance, its renewal or extension) and 10 Business Days before the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such latest Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the relevant Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time. Each Letter of Credit shall be in an amount of $500,000 or more and shall be denominated in Dollars. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Original Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(c).

Letters of Credit. (ia) Each Issuance of Letters of Credit. Issuing Bank agreesshall from time to time issue, on the terms and conditions hereinafter set forth, in reliance upon the agreements extend or renew Letters of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated that are payable in Dollars or any Committed Currency for the account of each of the Borrower Borrowers, upon such terms and its specified Subsidiaries from conditions as Issuing Bank may then require; provided that (i) the aggregate LOC Obligations shall at no time to exceed the LOC Committed Amount, and (ii) the sum of (A) the aggregate principal amount of Revolver Loans outstanding (reflecting the Assigned Dollar Value of all Foreign Currency Loans), (B) the aggregate LOC Obligations, and (C) the aggregate principal amount of outstanding Swingline Loans and (D) the Assigned Dollar Value of the aggregate European Facility Loans outstanding shall all at no time on any Business Day during exceed the period Aggregate Commitment. No Letter of Credit shall have an original expiry date more than one year from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect date of issuance.. The joint and several reimbursement obligations of Borrowers under any such Letters of Credit are to be denominated Obligations hereunder, and the coming due of any reimbursement obligation under any such Letter of Credit is shall be deemed to be a request for a Revolver Loan in a Committed Currency by reference the amount of such Obligation. Borrowers jointly and severally are to pay to Issuing Bank on each date that is three months from the Equivalent thereof in Dollars determined issuance date of the Letter of Credit, and, upon its expiration, letter of credit fees on the date average daily undrawn amount of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit at a per annum rate of one hundred fifty percent (150%). If an Event of Default occurs or exists, or, if at the Revolver Facility at such time and (y) such Issuing Bank’s Termination Date, there is outstanding a Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not that as originally issued or as extended had an expiry date extending beyond the Revolver Facility Termination Date, Borrowers, on demand, are to exceed an amount deliver to the Administrative Agent good funds equal to 100% of the Unused Revolving Credit Commitments maximum liability under all outstanding Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrowers and are to be held in the Cash Collateral Account for the benefit of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) as cash collateral for the period following such Termination Date would be less than Borrowers' joint and several reimbursement obligations and the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)other Obligations.

Letters of Credit. (ia) The Letter of Credit Subfacility. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter the "Letters of Credit”") denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries Subsidiary from time to time on any Business Day during the period from the Effective Agreement Date until 30 sixty (60) days before the Termination Maturity Date (i) in an aggregate Available Amount (based in respect of any for such Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser amount of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Subfacility, minus the aggregate principal amount of all Letter of Credit Commitment at such time Advances to any Borrower then outstanding and (ii) in an Available Amount for each Letter of Credit issued for the account of a Borrower or a Subsidiary of a Borrower not to exceed the aggregate Multicurrency Revolving Tranche Loan Commitment Loans on such Business Day. No Letter of Credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of five (5) days before the Maturity Date and one (1) year after the date of issuance thereof; provided, however, that any Letter of Credit that expires one (1) year after the date of its issuance may provide for the automatic renewal of such Letter of Credit for additional one (1)-year periods so long as such Letter of Credit, as renewed, shall have an expiration date not later than five (5) days before the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date later than five (5) days prior to exceed the Maturity Date if the requesting Borrower provides, at the time of the issuance of such Letter of Credit, Cash Collateral to the Administrative Agent for the benefit of the Multicurrency Revolving Tranche Loan Lenders in an amount equal to the Unused Revolving Credit Commitments one hundred five percent (105%) of the Lenders at face amount of such time; provided that no Letter of Credit may expire after (it being acknowledged that the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments obligations of the Multicurrency Revolving Tranche Loan Lenders to purchase participations in any such Letter of Credit Lenders (including any replacement Revolving Credit Lenders) for shall terminate on the period following such Termination Maturity Date would be less than to the Available Amount extent of the Cash Collateral for such Letters of Credit expiring after maintained by the Administrative Agent on such Termination Datedate). Each Letter of Credit issued by an Issuing Bank shall require that all draws thereon must be presented to such Issuing Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Within the limits of the Letter of Credit Subfacility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.10(a)., repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the issuance of additional Letters of Credit under Section 2.10(b). (b)

Letters of Credit. (i) Each Any Borrower may request any Issuing Bank agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth, forth and in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at of such time Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no . No Letter of Credit may expire shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date of any Non-Extending Lender if, Issuance thereof (or one year after giving effect to such issuance, its renewal or extension) and 10 Business Days before the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms Subject to and conditions hereinafter set forth, in reliance upon the agreements provisions of this Agreement, and as a part of the Revolving Credit Lenders set forth in this AgreementCommitments, to issue the Borrower may obtain standby or commercial letters of credit (eachas the same may from time to time be amended, supplemented or otherwise modified, each a “"Letter of Credit”" and collectively the "Letters of Credit") denominated from the Agent from time to time from the First Closing Date until the Business Day preceding the Revolving Credit Termination Date. The Borrower will not be entitled to obtain a Letter of Credit unless (a) the Borrower is then able to obtain a Revolving Loan from the Lenders in an amount not less than the proposed stated amount of the Letter of Credit requested by the Borrower, and (b) the sum of the then Outstanding Letter of Credit Obligations (including the amount of the requested Letter of Credit) does not exceed Five Million Dollars ($5,000,000) (the "Letter of Credit Committed Amount"). (Letters of Credit). "Letter of Credit Documents" means any and all drafts under or purporting to be under a Letter of Credit, any Letter of Credit Agreement, and any other instrument, document or agreement executed and/or delivered by the Borrower or any Committed Currency for other Person under, pursuant to or in connection with a Letter of Credit or any Letter of Credit Agreement. "Letter of Credit Facility" means the account facility established pursuant to THE LETTER OF CREDIT FACILITY. (Letter of Credit Facility). "Letter of Credit Fee" and "Letter of Credit Fees" have the meanings described in Section (B) LETTER OF CREDIT FEES. (Letter of Credit Fees). "Letter of Credit Fronting Fee" and "Letter of Credit Fronting Fees" have the meanings described in Section (B) LETTER OF CREDIT FEES. (Letter of Credit Fees). "Letter of Credit Obligations" means the collective reference to all Obligations of the Borrower with respect to the Letters of Credit and the Letter of Credit Agreements. "Liabilities" means at any date all liabilities that in accordance with GAAP consistently applied should be classified as liabilities on a consolidated balance sheet of the Borrower and its specified Subsidiaries from time Subsidiaries. "LIBOR Base Rate" means the Dollar LIBOR Base Rate or the Sterling LIBOR Base Rate, as applicable. "LIBOR Loan" means a Dollar LIBOR Loan or a Sterling LIBOR Loan, as applicable. "LIBOR Rate" means the Dollar LIBOR Rate or the Sterling LIBOR Rate, as applicable. "Lien" means any mortgage, deed of trust, deed to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect secure debt, grant, pledge, security interest, assignment, encumbrance, lien, hypothecation, or charge of any Letters kind, whether perfected or unperfected, avoidable or unavoidable, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of Credit to be denominated any financing statement under the Uniform Commercial Code of any jurisdiction, excluding the precautionary filing of any financing statement by any lessor in a Committed Currency true lease transaction, by any xxxxxx in a true bailment transaction or by any consignor in a true consignment transaction under the Uniform Commercial Code of any jurisdiction or the agreement to give any financing statement by any lessee in a true lease transaction, by any bailee in a true bailment transaction or by any consignee in a true consignment transaction. "Loan" means each of the Revolving Loan, a Term Loan A, a Term Loan B, the UK Revolving Loan, or a UK Term Loan, as the case may be, and "Loans" means the collective reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuanceLoan, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to aboveTerm Loans A, the Borrower may from time to time request Term Loans B, the issuance of Letters of Credit under this UK Revolving Loan and the UK Term Loans. "Loan Notice" has the meaning described in Section 2.01(d(B) PROCEDURE FOR MAKING ADVANCES UNDER THE REVOLVING LOAN. (Procedure for Making Advances).. "Lockbox" has the meaning described in Section (H)

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders at such time. Each Letter of Credit shall be for an amount of $100,000 or more. No Letter of Credit shall have an expiration date (including any replacement Revolving Credit Lendersall rights of the Borrower or the beneficiary to require renewal) for the period following such Termination Date would be less later than the Available Amount earlier of (x) the Letters date that is one year after the date of issuance thereof; provided that any Letter of Credit expiring after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place or (y) five Business Days prior to the Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachcollectively, the "Letters of Credit", and each a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower (such issuance, and its specified Subsidiaries any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the Effective Date until 30 days before 10 Business Days prior to the earliest Stated Termination Date for any Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each the Issuing Bank Banks not to exceed at any time the lesser aggregate Letter of Credit Commitments at such time minus all Letter of Credit Advances outstanding at such time, (xii) for all Letters of Credit issued by any Issuing Bank, not to exceed at any time the Letter of Credit Facility Commitment of such Issuing Bank at such time and (y) such Issuing Bank’s minus all Letter of Credit Commitment Advances owed to such Issuing Bank outstanding at such time and time, (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders Banks at such time; provided that no time and (iv) if the Stated Termination Date for all Banks is not the same, then for each such Letter of Credit may expire after not to exceed an amount equal to the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Unused Revolving Credit Commitments at such time of those Banks for which the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Stated Termination Date would be less than is 10 or more Business Days after the Available Amount stated expiration date of the such Letter of Credit. No Letters of Credit expiring after such shall have expiration dates later than 10 Business Days prior to the earliest Stated Termination DateDate for any Bank. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the latest Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any Non-Extending Lender ifsuch automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after such 15 days prior to the latest Termination Date, “Special Letters of Credit”). Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b)., repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate; provided that the original Issuing Bank shall continue as the “Issuing Bank” and shall remain liable in all respects for the performance of such Affiliate with respect to any such Letter of Credit. Interpublic Credit Agreement

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks' Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) of greater than one year; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. Upon Borrowers' application from time to time by use of the Letter of Credit Issuer's standard form Letter of Credit Application Agreement and subject to the terms and provisions therein and herein set forth, the Letter of Credit Issuer agrees to issue standby letters of credit on behalf of Borrowers under the Revolver Commitment, provided that (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (eachexpiration) date after the earlier of (a) one year following the date of issuance, a “or (b) five (5) business days prior to the Revolver Final Maturity Date, except as subject to the above, for letters of credit with one year maturities that contain automatic renewal language approved by the Letter of Credit”Credit Issuer, and (ii) denominated in Dollars no letter of credit will be issued on behalf of or any Committed Currency for the account of Borrowers (y) if at the Borrower and its specified Subsidiaries from time to time on any Business Day during of issuance the period from sum of the Effective Date until 30 days before outstanding amount of all Revolver Loans under the Termination Date in an aggregate Available Amount (based in respect Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of any issued but unexpired Letters of Credit to be denominated in a Committed Currency by reference to together with the Equivalent thereof in Dollars determined on the date of delivery face amount of the requested Letter of Credit would exceed the then applicable Notice Revolver Commitment Amount or (z) if the sum of Issuance) (i) for the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued by each Issuing Bank not to under the Revolver Commitment together with the face amount of the requested Letter of Credit would exceed the Collateral Borrowing Base then in effect. If any letter of credit is drawn upon at any time time, each amount drawn, whether a full or partial draw thereon, shall be reflected by the lesser Agent as an advance on the Revolver Note effective as of (x) the date of the Letter of Credit Facility Issuer honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Lenders, at such time and (y) such Issuing Bank’s Letter of Credit their option, may make a Revolver Loan advance under the Revolver Commitment at such time and (ii) for each such Letter of Credit not to exceed in an amount equal to the Unused Revolving Credit Commitments aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Agent as additional security for the Indebtedness. In consideration of the Lenders at such time; provided that no Letter of Credit may expire after Issuer's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after Issuer letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Termination Date. Within Letter of Credit, together with the limits referred to aboveLetter of Credit Issuer standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the Borrower may from time to time request the of issuance of Letters each applicable letter of Credit under this Section 2.01(d)credit.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment or Unused Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to the issuance of such issuanceLetter of Credit, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution Date during the Series 2013-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2013-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2013-1 Letters of Credit, if any, as provided below. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2013-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) Each Issuing Bank agreessuch Series 2013-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2013-1 Letter of Credit Liquidity Amount on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Series 2013-1 Letters of Credit by presenting to each Series 2013-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be denominated deposited in a Committed Currency by reference the Series 2013-1 Distribution Account on such date; provided, however, that if the Series 2013-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-1 Cash Collateral Account and deposit in the Series 2013-1 Distribution Account an amount equal to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter Series 2013-1 Cash Collateral Percentage for such date of Credit Facility at the lesser of the Series 2013-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such time Distribution Date and (y) the Series 2013-1 Available Cash Collateral Account Amount on such Issuing Bank’s Letter of Credit Commitment at such time date and (ii) for each such Letter of Credit not to exceed draw an amount equal to the Unused Revolving Credit Commitments remainder of such amount on the Series 2013-1 Letters of Credit. Notwithstanding any of the Lenders at such time; provided that no Letter of Credit may expire preceding to the contrary, during the period after the Termination Date date of the filing by any Non-Extending Lender if, after giving effect of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to such issuanceLoan Interest required to be made under the AESOP I Operating Lease, the aggregate Revolving Credit Commitments of Administrator shall only instruct the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for Trustee to draw on the period following such Termination Date would be less than the Available Amount of the Series 2013-1 Letters of Credit expiring after such Termination Date. Within (or withdraw from the limits referred Series 2013-1 Cash Collateral Account, if applicable) pursuant to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2013-1 Liquidity Amount on such date over (y) the Series 2013-1 Required Liquidity Amount on such date.

Letters of Credit. (ia) Each Issuing As a subfacility under the Line of Credit, during the availability period, the Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, agrees from time to time to issue or cause an affiliate to issue commercial and standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower (each a "Letter of Credit," and its specified Subsidiaries from time to time on any Business Day during collectively "Letters of Credit"); provided however, that the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect drawn and undrawn amount of any all outstanding Letters of Credit shall not at any time exceed Six Million Dollars ($6,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by the Bank, in its sole discretion. Each Letter of Credit shall be denominated in issued for a Committed Currency term, as designated by reference the Borrower, not to exceed three hundred sixty-five (365) days; provided however, that no Letter of Credit shall have an expiration date more than three hundred sixty-five (365) days beyond the Equivalent thereof in Dollars determined on the date Facility No. 1 Expiration Date. The undrawn amount of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank shall be reserved under the Line of Credit and such amount shall not be available for borrowings. Each Letter of Credit shall be subject to exceed at any time the lesser additional terms and conditions of (x) the Letter of Credit Facility at such time agreements, applications and (y) such Issuing any related documents required by the Bank in connection with the issuance of Letters of Credit. At the option of the Bank’s , any drawing paid under a Letter of Credit Commitment at such time and (ii) for each such Letter may be deemed an advance under the Line of Credit and shall be repaid by the Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then the Borrower shall immediately pay to exceed the Bank the full amount drawn, together with interest from the date such drawing is paid to the date such amount is fully repaid by the Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event the Borrower agrees that the Bank, in its sole discretion, may debit any account maintained by the Borrower with the Bank for the amount of any such drawing. The Borrower agrees to deposit in a cash collateral account with the Bank an amount equal to the Unused Revolving Credit Commitments aggregate outstanding undrawn face amount of all letters of credit which remain outstanding on the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination DateFacility No. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d).1

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b)., repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of

Letters of Credit. (i) Each Issuing At any time the Borrower is entitled to an advance under Facility A, the Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, agrees to issue letters of credit for the amount of the Borrower and/or DMI until the maturity date of Facility A, provided that (eacha) the aggregate maximum available amount which is drawn and unreimbursed or may be drawn under all letters of credit which are outstanding at any time, a “Letter including without limitation all letters of Credit”) denominated in Dollars or any Committed Currency credit issued for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined and/or DMI which are outstanding on the date of delivery this agreement, shall not exceed $100,000.00, (b) the issuance of any letter of credit with an expiration date beyond the maturity date of Facility A, shall be entirely at the discretion of the applicable Notice Bank, (c) any letter of Issuancecredit shall be a commercial letter of credit and the form of the requested letter of credit shall be satisfactory to the Bank, in the Bank’s sole discretion, and (d) the Borrower and DMI shall have executed an application and reimbursement agreement for any letter of credit in the Bank’s standard form. While any Letter of Credit is outstanding, the maximum amount of advances that may be outstanding under the Line of Credit Note shall be automatically reduced by the L/C Obligations. The Borrower shall pay the Bank a fee (ithe “L/C Fee”) for all Letters each commercial letter of credit that is issued, equal to 1.50% of the original maximum available amount of such commercial Letter of Credit, payable in arrears for each calendar quarter within ten (10) days of billing by the Bank. No credit shall be given for the feed paid due to early termination of any letter of credit. The Borrower shall also pay the Bank’s standard transaction fees with respect to any transactions occurring on an account of any letter of credit. Each fee shall be payable when the related letter of credit is issued, and transaction fees shall be payable upon completion of the transaction as to which they are charged. All fees may be debited by the Bank to any deposit account of the Borrower carried with the Bank without further authority and, in any event, shall be paid by the Borrower within ten (10) days following billing. The Bank is authorized, but not obligated to make an advance under the Line of Credit issued by each Issuing Bank not Note without notice to exceed the Borrower, to make payment on a drawing under any Letter of Credit. The aggregate principal amount of advances outstanding at any one time under the Line of Credit Note (and any and all renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor) evidencing Facility A plus the aggregate amount of L/C Obligations outstanding at any time (the lesser “Aggregate Outstanding Amount”) shall not exceed the maximum amount of (x) Facility A. If the Letter Aggregate Outstanding Amount still exceeds the maximum amount of Facility A after the Line of Credit Note balance is reduced to zero (that is, L/C Obligations exceed the maximum amount of Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to aboveA), the Borrower may from time shall provide cash collateral to time request the issuance Bank for the L/C Obligations in an amount sufficient to eliminate the excess. References in this agreement to the principal amount outstanding under the Credit Facility A (including, without limitation, the reference in Section 1.5 to “the aggregate principal amount of Letters of Credit advances outstanding under this Section 2.01(d)Facility A”) shall be deemed to include L/C Obligations.

Letters of Credit. (i) Each Issuing Bank agrees, subject to Section 2.19(d), on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreementherein, to issue standby letters of credit (including the Existing Letters of Credit, each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries or any Subsidiary from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the applicable Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that . Other than as specified on Schedule 2.01(b), no Letter of Credit may expire shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (x) the date that is one year after the Termination Date date of any Non-Extending Lender ifissuance thereof and (y) except as provided in Section 2.03(a)(ii), after giving effect 10 Business Days prior to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such applicable Termination Date. Within the limits of the Letter of Credit Facility and subject to the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue multicurrency letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of any Multicurrency Revolver Borrower under the Borrower and its specified Subsidiaries Multicurrency Revolving Credit Facility from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and Sublimit, (yii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each Issuing Bank not to exceed the amount of such Issuing Bank’s Letter of Credit Commitment at such time and time, (iiiii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Multicurrency Revolving Credit Commitments of the Multicurrency Revolving Lenders at such timetime and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiaries. Each Letter of Credit shall be in an amount equal to the Equivalent of $500,000 or more and may be denominated in any Multicurrency Committed Currency (or Alternative Currency, to the extent permitted under Section 1.13 hereof). No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, any Multicurrency Revolver Borrower under the Borrower Multicurrency Revolving Credit Facility may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e). If a Letter of Credit shall be requested on behalf of a Subsidiary that is not a Multicurrency Revolver Borrower hereunder, the Company shall have furnished to the Issuing Bank, in form and substance reasonably satisfactory to the Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Schedule 2.01(e) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be a Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by a Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forthhereof, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or at any Committed Currency for the account of the Borrower time and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until 30 days before through the Termination Date in an aggregate Available Amount (based in respect of any Revolving Facility Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Revolving Facility as Borrower may request by a Request for Letter of Credit; provided that giving effect to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date all such Letters of delivery of the applicable Notice of Issuance) Credit, (i) for Revolving Facility Usage does not exceed the Maximum Revolving Facility Amount, (ii) the Aggregate Effective Amount under all outstanding Letters of Credit issued by shall not exceed the L/C Sublimit, and (iii) as to each Lender, such Lender’s Pro Rata Share of the Revolving Facility Usage does not exceed such Lender’s Revolving Commitment. Each Letter of Credit shall be in a form reasonably acceptable to the Issuing Bank Lender. Unless the Issuing Lender and the Requisite Lenders otherwise consent, the term of any Commercial Letter of Credit shall not exceed 180 days and the term of any Standby Letter of Credit shall not exceed 365 days. Unless all of the Lenders otherwise consent in a writing delivered to exceed at the Administrative Agent, the term of any time Letter of Credit shall not extend beyond 30 days prior to the lesser Revolving Facility Maturity Date (the “Letter of (x) Credit Expiry Date”); provided that one or more Standby Letters of Credit may have an expiry date of up to 180 days past the Revolving Facility Maturity Date if, on or before the Letter of Credit Facility at such time and (y) such Expiry Date, Borrower shall provide to the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed Lender cash collateral in an amount equal to the Unused Revolving Credit Commitments 110% of the Lenders at face amount of such time; provided that no Standby Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Issuing Bank in its good faith business judgment), to secure all of the Obligations relating to such Standby Letters of Credit. A Request for Letter of Credit may expire after shall be irrevocable absent the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments consent of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)Issuing Lender.

Letters of Credit. (i) Each Any Borrower may request any Issuing Bank agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth, forth and in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at of such time Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . No Letter of Credit may expire shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date of any Non-Extending Lender if, Issuance thereof (or one year after giving effect to such issuance, its renewal or extension) and 10 Business Days before the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Issuing Bank agrees, on On the terms and subject to the conditions hereinafter set forthhereof, in reliance upon the agreements of Lender hereby agrees that prior to the Revolving Credit Lenders set forth in this Agreement, to Facility E Maturity Date it will issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank total amount not to exceed at any time USD 15,000,000 for the lesser account of any Borrower in substantially the form attached as Exhibit H-2 hereto or in such other form as shall be acceptable to the Lender with expiration dates on or before December 31, 1996 and Lender agrees to consider, in its sole discretion without any obligation whatsoever, the issuance of such letters of credit up to a maximum aggregate (xincluding any letters of credit with expiry dates beyond December 31, 1996 granted under Facility F) of USD 1,000,000 and having expiry dates on or before June 30, 1997. Within such USD 15,000,000 limit the Letter Borrowers may request new Facility E Letters of Credit with expiration dates on or before December 31, 1996 to be issued by the Lender as old Facility at such time and (y) such Issuing Bank’s Letter E Letters of Credit Commitment at such time terminate or expire. Notwithstanding the foregoing, to the extent that there are any Facility E Letters of Credit outstanding with expiration dates after the Facility E Maturity Date (the "Existing Facility E Letters of Credit"), on the Facility E Maturity Date the Borrowers shall: (i) pay in full all amounts outstanding under Facility E and (ii) for each such Letter either (x) return the Existing Facility E Letters of Credit not to exceed the Lender, terminating all of Lender's obligations thereunder, or (y) deposit as cash collateral security in an interest bearing account with the Lender the full amount of Lender's obligations under the Existing Facility E Letters of Credit (such deposit, which is a Security Deposit, and any interest earned thereon will be returned to the Borrowers upon the repayment of all amounts due under this Agreement and the termination of all Letters of Credit), or (z) provide a standby letter of credit or bank guarantee in favor of Lender in an amount equal to the Unused Revolving Credit Commitments amount of each such Facility E Letter of Credit, having an expiration date no earlier than 30 days after the Lenders at expiration date of such time; provided that no Facility E Letter of Credit may expire after the Termination Date of any Non-Extending and otherwise in form and substance, and issued by a bank or other financial institution, satisfactory to Lender ifin its sole discretion, after giving effect to secure Borrowers' obligation to make a Facility E Guarantee Payment with respect to such issuance, the aggregate Revolving Credit Commitments Facility E Letter of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)Credit."; and

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Original Effective Date until 30 days before the Revolving Credit Commitment Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued hereunder by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that . Unless otherwise agreed by the applicable Issuing Bank in its sole discretion, no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the date set forth in clause (a) of the definition of Revolving Credit Commitment Termination Date; provided that in no event may expire after the Termination Date any Letter of any Non-Extending Lender ifCredit be issued on or after, after giving effect to such issuanceor have an expiration date on or after, the aggregate date set forth in clause (a) of the definition of Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Commitment Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. (i) Each Any Borrower may request any Issuing Bank agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forth, forth and in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and or its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date in an aggregate Available Amount (based in respect of any i) for all Letters of Credit not to be denominated in a Committed Currency by reference to exceed at any time the Equivalent thereof in Dollars determined on the date Letter of delivery of the applicable Notice of Issuance) Credit Facility at such time, (iii) for all Letters of Credit issued by each such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at of such time Issuing Bank and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time; provided that no . No Letter of Credit may expire shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Termination Date of any Non-Extending Lender if, Issuance thereof (or one year after giving effect to such issuance, its renewal or extension) and 10 Business Days before the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such latest Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance Issuance of Letters of Credit under this Section 2.01(d2.01(b).. Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to the terms of this Agreement. Jabil Credit Agreement 16

Letters of Credit. 2.3.1 At the request of Borrower, Lender may issue, or cause to be issued, from time to time before the date which is 30 days prior to the Termination Date standby letters of credit, or participation agreements confirming payment to issuers (ireasonably acceptable to Lender) Each Issuing Bank agreesof standby letters of credit, on in each case for the account of any Loan Party and containing terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in which are consistent with this Agreement, Agreement and reasonably satisfactory to issue letters Lender (each such standby letter of credit (eachand participation agreement, a “Letter of Credit”) denominated in Dollars or any Committed Currency for ). With respect to the account outstanding face amount drawn on each such Letter of the Credit, Borrower and its specified Subsidiaries Co-Borrower shall pay to Lender a fee equal to the Applicable Margin per annum for LIBOR Rate Revolving Loans, calculated based upon a year of 365 days for actual days outstanding and payable on the last day of each calendar quarter in arrears. In addition, with respect to each Letter of Credit, Borrower and Co-Borrower shall pay to or as directed by Lender such additional customary fees as Borrower and Lender may from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after agree. After giving effect to each such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Stated Amount of the all Letters of Credit expiring shall not at any time exceed the least of (a) $3,000,000 and the Revolving Loan Commitment minus the aggregate amount of all then outstanding Revolving Loans. Borrower shall give notice to Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least ten (10) Business Days (or such lesser number of days as Lender shall agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit application in form reasonably acceptable to Lender, duly executed by Borrower, together with such other documentation as Lender may request in support thereof, it being understood that each Letter of Credit application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, and the expiration date of such Letter of Credit (which shall not be later than the earlier to occur of (a) one year after such the date of issuance thereof and (b) 30 days prior to the scheduled Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d).

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit other Lenders set forth in this Agreement, to issue letters of credit 12 Omnicom: Five Year Credit Agreement (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no . No Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders shall have an expiration date (including any replacement Revolving Credit Lendersall rights of such Borrower or the beneficiary to require renewal) for later than 10 Business Days before the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal or extension thereof or amendment thereto that increases the Available Amount thereof or otherwise materially increases an Issuing Bank’s obligations thereunder.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders 3-year Credit Agreement at such time. Each Letter of Credit shall be in an amount of $25,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c); provided that such Borrower shall only request Letters of Credit to be issued by Citibank at any time hereunder. Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agreesBank, on the terms and conditions hereinafter set forthat its sole discretion, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to may issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of Borrowers merchandise and standby letters of credit in form and content satisfactory to Bank, at its sole discretion, with a term not to exceed (a) ninety (90) days for merchandise letters of credit or (b) twelve (12) months for standby letters of credit. No letter of credit will renew automatically. Notwithstanding the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) foregoing, (i) for at no time shall the aggregate face amount of all Letters outstanding letters of Credit credit issued by each Issuing Bank not to under the Loan exceed at any time the lesser amount of Two Hundred Thousand Dollars (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time $200,000.00); and (ii) at no time shall the principal balance of the Loan, plus the aggregate face amount of all outstanding letters of credit issued under the Loan, exceed One Million Dollars ($1,000,000.00). Borrowers will execute a letter of credit application and letter of credit agreement, and such other documents as may be required by Bank in connection with the issuance of letters of credit hereunder. The outstanding face amount of all letters of credit issued by Bank pursuant hereto will reduce Borrowers' ability to borrow under the Loan as if such face amount were an advance under the Loan. In the event that Bank pays any sums due pursuant to such letters of credit for each any reason, such Letter payment shall be deemed to be an advance under the Loan repayable by Borrowers pursuant to the terms hereof or under the applicable letter of Credit not to exceed credit agreement. In the event that the Loan is terminated for any reason or demand is made thereunder, Borrowers will deposit with Bank an amount equal to the Unused Revolving Credit Commitments face amount of all letters of credit then outstanding which have been issued hereunder, plus an amount equal to the Lenders interest which would be expected to accrue on such face amount at such time; provided that no Letter of Credit may expire after a per annum rate equal to the Termination Date of any Non-Extending Lender if, after giving Banks Prime Rate in effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders plus four percent (including any replacement Revolving Credit Lenders4%) for the ninety (90) day period following such Termination Date would the termination, plus all fees related thereto or to accrue thereunder. Such funds will be less than held by Bank as cash collateral to secure Borrowers' obligations hereunder. For each issuance or renewal of a merchandise letter of credit under the Available Amount Loan, Borrowers will pay to Bank an issuance or renewal fee as determined by Bank at the date of request therefor, which fee is payable coincident with and as a condition of the Letters issuance or renewal of Credit expiring after such Termination Datemerchandise letter of credit. Within For each issuance or renewal of a standby letter of credit under the limits referred Loan, Borrowers will pay to aboveBank an issuance or renewal fee in an amount equal to two percent (2%) per annum of the face amount of such standby letter of credit, the Borrower may from time to time request payable coincident with and as a condition of the issuance or renewal of Letters such standby letter of Credit under this Section 2.01(dcredit. In addition, Borrowers shall pay such other fees and charges in connection with the negotiation or cancellation of each merchandise and standby letter of credit as may be customarily charged by Bank. Such fees shall be computed on the basis of a year of 360 days. Facility Fee. So long as the Loan is outstanding and has not been terminated, and all Obligations have not been satisfied in full, Borrowers shall unconditionally pay to Bank a fee equal to 1/2 of 1% per annum of the maximum amount of the Loan, which fee shall be payable quarterly in arrears. Subordinated Debt. Borrowers and the Guarantor will cause all sums now or hereafter owing by any of them to Xxxx Xxxxxxxxx (the "Subordinated Debt") to be subordinate in payment and all other respects to all Obligations, and no Borrower or the Guarantor shall make any payment of any kind thereon without Bank's prior written consent. Bank agrees, however, that such consent shall be deemed provided with respect to payments of regularly scheduled (non-accelerated) principal and interest on the Subordinated Debt of Aloette Cosmetics, Inc. in accordance with the current terms thereof as long as (i) no Event of Default has occurred; (ii) the making of such payment will not cause, or be reasonably expected to cause, Borrowers to be in violation of any of the Financial Covenants contained herein; and (iii) each principal and interest payment is deposited into an account with Bank which has been pledged and assigned to Bank by Xx. Xxxxxxxxx as security for the Obligations (the "Escrow Account").

Letters of Credit. (i) Each Issuing Bank agrees, on Pursuant to the terms hereof and conditions hereinafter set forthsubject to borrowing availability, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to Bank shall issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower standby letters of credit in form and its specified Subsidiaries from time content satisfactory to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in Bank and Borrower, with a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank term not to exceed the earlier to occur of (a) twelve (12) months (for standby letters of credit), or (b) the last day of the Revolving Line Contract Period. Notwithstanding the foregoing, at any no time shall the principal balance of the Revolving Line, plus the aggregate face amount of all outstanding letters of credit issued under the Revolving Line, exceed the lesser of the (xA) Borrowing Base Amount or (B) Maximum Revolving Line Amount. Borrower will execute a letter of credit application and letter of credit agreement, and such other documents mutually acceptable by Bank and Borrower as may be required by Bank in connection with the Letter issuance of Credit Facility at letters of credit hereunder. The outstanding face amount of all letters of credit issued by Bank pursuant hereto will reduce Borrower's ability to borrow under the Revolving Line as if such time and (y) face amount were a Revolving Line Advance. In the event that Bank pays any sums due pursuant to such Issuing Bank’s Letter letters of Credit Commitment at credit for any reason, such time and (ii) payment shall be deemed to be a Revolving Line Advance under the Revolving Line repayable by Borrower pursuant to the terms hereof. In the event that the Revolving Line is terminated for each such Letter of Credit not to exceed any reason or demand is made thereunder, Borrower will deposit with Bank an amount equal to the Unused Revolving Credit Commitments one hundred percent (100%) of the Lenders at such time; provided that no Letter face amount of Credit may expire after all letters of credit then outstanding which have been issued hereunder, plus all fees related thereto or to accrue thereunder. Such funds will be held by Bank as cash collateral to secure the Termination Date Bank Indebtedness. Borrower hereby assumes all risks of the acts or omissions of Bank and any beneficiary of any Non-Extending Lender ifletter of credit issued by Bank. Without limiting the generality of the foregoing, after giving effect to such issuanceBorrower hereby indemnifies and holds harmless Bank and any Affiliate, shareholder, officer, director, official, agent, employee and attorney of Bank and any of their respective heirs, executors, administrators, successors and assigns (collectively, for this paragraph, the aggregate Revolving Credit Commitments "INDEMNITEES") from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever by reason of or in connection with the Revolving Credit Lenders (including execution and delivery or transfer of, or payment or failure to pay under, any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount letter of the Letters of Credit expiring after such Termination Date. Within the limits referred to abovecredit issued by Bank or any Indemnitee entering into any transaction described herein provided, however, the Borrower may from time shall not be required to time request indemnify any Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the issuance extent, but only to the extent, caused by the willful misconduct or gross negligence of Letters of Credit under this Section 2.01(d)such Indemnitee.

Letters of Credit. (ia) The Letter of Credit Subfacility. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter the "Letters of Credit”") denominated in Dollars or any Committed Currency for the account of any Multi-Currency Borrower (in the Borrower and its specified Subsidiaries case of any Multi-Currency Issuing Bank) or the Canadian Subsidiary (in the case of the Canadian Issuing Bank) from time to time on any Business Day during the period from the Effective Initial Funding Date until 30 sixty (60) days before the Termination Maturity Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank for the account of all Borrowers not to exceed at any time the amount of the Letter of Credit Subfacility, minus the aggregate principal amount of all Letter of Credit Advances to any Borrower then outstanding, (ii) in an Available Amount for each Letter of Credit issued for the account of a Multi-Currency Borrower not to exceed the lesser of (x) the Letter of Credit Facility at aggregate Unused Multi-Currency Commitments on such time Business Day and (y) the Borrowing Base minus the Multi-Currency Outstandings on such Issuing Bank’s Letter of Credit Commitment at Business Day minus the Canadian Outstandings on such time Business Day, and (iiiii) in an Available Amount for each such Letter of Credit issued for the account of the Canadian Subsidiary not to exceed the lesser of (x) the Unused Canadian Commitments on such Business Day and (y) the Borrowing Base minus the Canadian Outstandings on such Business Date minus the Multi-Currency Outstandings on such Business Day. No Letter of Credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of five (5) days before the Revolving Loan Maturity Date and one (1) year after the date of issuance thereof; provided, however, that any Letter of Credit that expires one (1) year after the date of its issuance may provide for the automatic renewal of such Letter of Credit for additional one (1)-year periods so long as such Letter of Credit, as renewed, shall have an expiration date not later than five (5) days before the Revolving Loan Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date later than five (5) days prior to the Revolving Loan Maturity Date if the requesting Borrower provides, at the time of the issuance of such Letter of Credit, cash collateral to the Administrative Agent for the benefit of those Lenders with a Multi-Currency Commitment or Canadian Commitment, as applicable, in an amount equal to the Unused Revolving Credit Commitments one hundred percent (100%) of the Lenders at face amount of such time; provided that no Letter of Credit. Each Letter of Credit may expire after shall require that all draws thereon must be presented to the Termination Date Issuing Bank by the expiration date therefor, regardless of any Non-Extending Lender if, after giving effect whether presented prior to such issuance, date to any correspondent bank or other institution. Within the aggregate Revolving Credit Commitments limits of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within Subfacility, and subject to the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.11(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.11(c) and request the issuance of additional Letters of Credit under this Section 2.11(a). On the Initial Funding Date, each outstanding letter of credit issued under the Existing Credit Agreement and each letter of credit described on Schedule 2.11 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of the Initial Funding Date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "Issuing Bank" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any Non-Extending Lender ifsuch automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after such 15 days prior to the latest Termination Date, “Special Letters of Credit”). Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c). Each letter of credit listed on Schedule 2.01(c) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, upon written request of the Borrower delivered to issue letters of credit (each, a “the Letter of Credit”) denominated Credit Bank and upon the execution and delivery by the Borrower of Reimbursement Agreements with the Letter of Credit Bank (with a copy to the Administrative Agent), the Letter of Credit Bank shall issue, extend and renew at any time from the Effective Date until the Maturity Date, and subject to the satisfaction of the conditions precedent set forth in Dollars or any Committed Currency ss.ss.9 and 10 hereof, Letters of Credit in such form as the Borrower and the Letter of Credit Bank may agree for the account of the Borrower and or any of its specified Subsidiaries from Subsidiaries, provided that at no time to time on any Business Day during shall the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Maximum Drawing Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to outstanding exceed $50,000,000 or, if less, the Total Domestic Commitment, and provided further that at any no time shall the sum of (a) the aggregate principal amount of all Domestic Revolving Credit Loans outstanding, plus (b) the aggregate principal amount of all Domestic Swing Line Loans outstanding, plus (c) the Dollar Equivalent of the aggregate principal amount of all Canadian Swing Line Loans outstanding, plus (d) the aggregate Maximum Drawing Amount of all Letters of Credit outstanding exceed the lesser of (xA) the remainder of (i) the Borrowing Base Amount then in effect minus (ii) the Dollar Equivalent of the aggregate amount of Canadian Revolving Credit Loans then outstanding minus (iii) the Dollar Equivalent of the aggregate face amount of Bankers' Acceptances then outstanding or (B) the Total Domestic Commitment then in effect. Each written request for the issuance of a Letter of Credit hereunder shall be received by the Letter of Credit Facility Bank at such time and least ten (y10) such Issuing Bank’s Business Days prior to the proposed date of issuance, provided that the Letter of Credit Commitment at such time and (ii) for each Bank shall use its best efforts to issue such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date within five (5) Business Days following its receipt of any Non-Extending Lender ifwritten request therefor. The expiry dates, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount amounts and beneficiaries of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, will be as agreed by the Borrower and the Letter of Credit Bank in the applicable Reimbursement Agreement. The Borrower may from time to time request request, and the issuance Letter of Credit Bank upon terms and conditions approved by the Borrower shall issue, substitute Letters of Credit under this Section 2.01(dfor the Letters of Credit to reflect reductions in the amount of the Borrower's obligations supported by such Letters of Credit. Each Letter of Credit issued by the Letter of Credit Bank hereunder shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain), (iii) the beneficiary and account party of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the issuing bank upon drawing thereunder. Each Letter of Credit issued hereunder shall expire one year after its date of issuance unless renewed by the Letter of Credit Bank in accordance with the terms of such Letter of Credit. In no event shall any Letter of Credit issued hereunder expire after the Maturity Date.

Letters of Credit. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachduring the period from and including the Effective Date to, a “but not including the Letter of Credit”) Credit Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or any Committed Currency for the account of the as each Co-Borrower and its specified Subsidiaries may from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) request; provided, however, that (i) for the Outstanding Revolving Obligations of each Lender shall not exceed such Lender's Revolving Commitment at any time, (ii) the Outstanding Revolving Obligations of all Letters Lenders plus the aggregate principal amount of Credit issued by each Issuing Bank all outstanding Competitive Loans shall not to exceed the combined Revolving Commitments at any time the lesser of and (xiii) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Usage shall not exceed the Letter of Credit Commitment Sublimit at such time and (ii) for each such any time. By written notice to Administrative Agent prior to the Effective Date, Borrower may request that any Existing Letter of Credit not be deemed to exceed an amount equal be a Letter of Credit issued hereunder, and all Existing Letters of Credit so identified shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the account of each Co-Borrower, and each Co-Borrower hereby assumes the obligations of any other existing obligor(s) to the Unused Revolving Issuing Lenders with respect to such Existing Letters of Credit. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit Commitments which expires more than 12 months after the date of the Lenders at such time; provided that its issuance or last renewal, no Letter of Credit may expire more than 12 months after the Termination Date date of any Non-Extending Lender ifits issuance or last renewal; provided, however, that no Letter of Credit shall expire after giving effect the Business Day which is at least five days prior to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters If any Letter of Credit under this Section 2.01(d)Usage remains outstanding on the Revolving Termination Date, each Co-Borrower shall, on the Revolving Termination Date, deposit cash in an amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account.

Letters of Credit. (ia) Each Issuance of Letters of Credit. Issuing Bank agreesshall from time to time issue, on the terms and conditions hereinafter set forth, in reliance upon the agreements extend or renew Letters of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated that are payable in Dollars or any Committed Currency for the account of each of the Borrower Borrowers, upon such terms and its specified Subsidiaries from time to time on any Business Day during conditions as Issuing Bank may then require; provided that (i) the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect undrawn amount of any outstanding Letters of Credit to be denominated in a shall at no time exceed the LOC Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time Amount, and (ii) for each the sum of (A) the aggregate principal amount of Revolving Loans outstanding (reflecting the Assigned Dollar Value of all Foreign Currency Loans), (B) the undrawn amount of outstanding Letters of Credit, and (C) the aggregate principal amount of outstanding Swingline Loans and (D) the Assigned Dollar Value of the aggregate European Swingline Loans outstanding shall all at no time exceed the Aggregate Commitment. No Letter of Credit shall have an original expiration date more than one year from the date of issuance or that extends beyond the Revolving Facility Termination Date. The joint and several reimbursement obligations of the Borrowers under any such Letters of Credit are to be Obligations hereunder, and the coming due of any reimbursement obligation under any such Letter of Credit not shall be deemed to exceed be a request for a Revolving Loan in the amount of such Obligation. If an amount Event of Default occurs or exists, or, if at the Revolving Facility Termination Date, there is outstanding a Letter of Credit that as originally issued or as extended had an expiry date extending beyond the Revolving Facility Termination Date, Borrowers, on demand, are to deliver to the Administrative Agent good funds equal to 100% of the Unused Revolving Credit Commitments maximum liability under all outstanding Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrowers with the Administrative Agent and are to be held in the Cash Collateral Account for the benefit of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) as cash collateral for the period following such Termination Date would be less than Borrowers' joint and several reimbursement obligations and the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)other Obligations.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue performance and financial letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Major Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank not to exceed the amount of such Issuing Bank’s Banks' Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time, in each case, converting all non-Dollar amounts into the Dollar Equivalent thereof; provided that any Borrower may request that Letters of Credit be issued for the account of any of its Subsidiaries (without designating such Subsidiary as a Designated Subsidiary) so long as such Borrower remains obligated for the reimbursement of any drawings under such Letters of Credit under the terms of this Agreement. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) of later than the Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b) . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance" and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue multicurrency letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of any Multicurrency Revolver Borrower under the Borrower and its specified Subsidiaries Multicurrency Revolving Credit Facility from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date” (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and Sublimit, (yii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each Issuing Bank not to exceed the amount of such Issuing Bank’s Letter of Credit Commitment at such time and time, (iiiii) in an amount (by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Multicurrency Revolving Credit Commitments of the Multicurrency Revolving Lenders at such timetime and (iv) issued to provide support with respect to the undertakings of the Company and/or any Subsidiaries. Each Letter of Credit shall be in an amount equal to the Equivalent of $500,000 or more and may be denominated in any Multicurrency Committed Currency (or Alternative Currency, to the extent permitted under Section 1.13 hereof). No Letter of Credit shall have an expiration date (including all rights of such Borrower or the beneficiary to require renewal) of greater than one year or later than the Termination Date applicable to the Multicurrency Revolving Credit Facility under clause (a)(i) of the definition of “Termination Date”; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the Issuing Bank has the unconditional right to prevent any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Dateautomatic extension from taking place. Within the limits referred to above, any Multicurrency Revolver Borrower under the Borrower Multicurrency Revolving Credit Facility may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e). If a Letter of Credit shall be requested Sealed Air – 4th A&R Syndicated Facility Agt on behalf of a Subsidiary that is not a Multicurrency Revolver Borrower hereunder, the Company shall have furnished to the Issuing Bank, in form and substance reasonably satisfactory to the Issuing Bank, customary “know your customer” information regarding such Subsidiary at least three Business Days prior to the date of the requested issuance. Each “Existing Letter of Credit” listed on Schedule 2.01(e) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be a Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by a Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof.

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Restatement Date until 30 days before the latest Termination Date (i) in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each all Issuing Bank Banks not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and time, (yii) in an amount for each Issuing Bank (converting all non-Dollar amounts into the then Dollar Equivalent thereof) not to exceed the amount of such Issuing Bank’s Banks’ Letter of Credit Commitment at such time and (iiiii) in an amount for each such Letter of Credit (converting all non- Dollar amounts into the then Dollar Equivalent thereof) not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit at such time. Each Letter of Credit shall be in an amount of $10,000 (or the Equivalent thereof in any Committed L/C Currency) or any integral multiple of $1,000 in excess thereof. No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that no any Letter of Credit may expire after which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the Termination Date of foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any Non-Extending Lender ifsuch automatic extension from taking place. Notwithstanding anything to the contrary in the preceding sentence, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Company and such Issuing Bank (any such Letters of Credit with expiration dates after such 15 days prior to the latest Termination Date, “Special Letters of Credit”). Within the limits referred to above, the any Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b)., repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that all such letters of credit shall be permitted to expire on their respective expiration dates as in effect on the date of this Agreement (and the respective Issuing Banks are permitted to take such steps under such letters of credit which have automatic renewal or extension provisions to prevent such automatic renewals or extensions from occurring) and any replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance” and all similar terms, when applied to a Letter of Credit, shall include any renewal, extension or amendment thereof. Any Issuing Bank may, in

Letters of Credit. (ia) Each From time to time upon request by either Borrower and upon the execution of letter of credit documentation reasonably satisfactory to Agent and the Issuing Bank, the Issuing Bank agrees, on within the terms and conditions hereinafter set forth, in reliance upon the agreements limits of the Maximum Revolving Credit Lenders set forth in this AgreementAmount, to shall issue commercial or standby letters of credit (each, a “Letter of Credit”) denominated in U.S. Dollars or any Committed an Alternative Currency from time to time by the Issuing Bank for the account of the applicant-Borrower and its specified Subsidiaries from time to time on any Business Day during (collectively, "Letters of Credit"), provided that the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Maximum Drawing Amount (based in respect of any outstanding Letters of Credit to hereunder shall at no time exceed the Letter of Credit Sublimit. The Letters of Credit shall be denominated in a Committed Currency by reference on other terms mutually and reasonably acceptable to the Equivalent thereof Issuing Bank and such Borrower provided in Dollars determined no event shall the terms of such documents (i) conflict with, be contrary to, or supersede the terms of this Agreement, (ii) provide for fees, costs or expenses other than those specified or contemplated herein, or (iii) provide for greater liability or security than exists with respect to the Revolving Credit Advances, and no Letter of Credit shall have an expiration date later than five (5) Business Days prior to the Revolving Credit Termination Date unless prior to such date, the applicant-Borrower has provided the Issuing Bank with cash collateral at least equal to the Issuing Bank's obligation under such Letter of Credit. The Borrowers shall, jointly and severally, reimburse the Issuing Bank in an amount equal to any amount paid by the Issuing Bank under a Letter of Credit on the date of delivery such payment, and if the Borrowers fail to do so, a Revolving Credit Advance, in such amount shall be deemed made to the Borrower, without request therefor, immediately upon any payment by the Issuing Bank on such Letter of Credit in accordance with the terms thereof. In connection with the issuance of any Letter of Credit, the Borrowers shall pay to the Agent, for the account of the applicable Notice Issuing Bank and the Revolving Credit Lenders, in advance on the date of Issuanceissuance, a fee (each, a "Letter of Credit Fee") (i) for all equal to the then LIBOR Rate Margin multiplied by the face amount of the undrawn Letters of Credit issued Credit. The Borrowers shall also pay to Issuing Bank, for its own account, (a) with respect to any Letter of Credit, on the date of issuance thereof, a fronting fee equal to 1/8th of 1% per annum of the stated amount of such Letter of Credit, and (b) transaction fees at the customary rates charged by each the Issuing Bank not and all other normal and customary fees charged by the Issuing Bank in connection with the issuance and administration of each Letter of Credit as notified to exceed at the Borrowers from time to time. The Borrower hereby authorizes and directs the Agent, in the Agent's sole discretion (provided, however, the Agent shall have no obligation to do so) to pay all such fees and costs as the same become due and payable and to treat the same as a Revolving Credit Advance to the Borrowers, which shall be added to Borrowers' loan balance pursuant to this Agreement; provided, further, that unless an Event of Default then exists and is continuing, the Agent shall promptly furnish the applicable Borrower notice of any time the lesser of (x) such charge. The Maximum Revolving Credit Amount shall be reduced by the Letter of Credit Facility Exposure outstanding at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such any time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d).

Letters of Credit. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (eachuntil, a “but not including, the Letter of Credit”) Credit Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or any Committed Currency for the account of the as Borrower and its specified Subsidiaries may from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) request; provided, however, that (i) for the Outstanding Obligations of each Lender shall not exceed such Lender's Commitment at any time, (ii) the Outstanding Obligations of all Letters of Credit issued by each Issuing Bank Lenders shall not to exceed the combined Commitments at any time the lesser of and (xiii) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Usage shall not exceed the Letter of Credit Commitment Sublimit at such time any time. The Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder on the Closing Date at the request and for the account of Borrower and Borrower hereby assumes the obligations of the existing obligor(s) to the Issuing Lenders with respect to the Existing Letters of Credit. Subject to subsection (iif) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for each such any Existing Letter of Credit not to exceed an amount equal to which expires more than 12 months after the Unused Revolving Credit Commitments date of the Lenders at such time; provided that its issuance or last renewal, no Letter of Credit may expire more than 12 months after the Termination Date date of its issuance or last renewal; provided, however, that no Letter of Credit shall expire after the Business Day which is at least five days prior to the Maturity Date. If any Non-Extending Lender ifLetter of Credit Usage remains outstanding on the Maturity Date, after giving effect Borrower shall, on the Maturity Date, deposit cash in an amount equal to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Letter of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters Usage in a Letter of Credit under this Section 2.01(d)Cash Collateral Account.

Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution Date during the Series 2014-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2014-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2014-1 Letters of Credit, if any, as provided below. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2014-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) Each Issuing Bank agreessuch Series 2014-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2014-1 Letter of Credit Liquidity Amount on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Series 2014-1 Letters of Credit by presenting to each Series 2014-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be denominated deposited in a Committed Currency by reference the Series 2014-1 Distribution Account on such date; provided, however, that if the Series 2014-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2014-1 Cash Collateral Account and deposit in the Series 2014-1 Distribution Account an amount equal to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter Series 2014-1 Cash Collateral Percentage for such date of Credit Facility at the lesser of the Series 2014-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such time Distribution Date and (y) the Series 2014-1 Available Cash Collateral Account Amount on such Issuing Bank’s Letter of Credit Commitment at such time date and (ii) for each such Letter of Credit not to exceed draw an amount equal to the Unused Revolving Credit Commitments remainder of such amount on the Series 2014-1 Letters of Credit. Notwithstanding any of the Lenders at such time; provided that no Letter of Credit may expire preceding to the contrary, during the period after the Termination Date date of the filing by any Non-Extending Lender if, after giving effect of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to such issuanceLoan Interest required to be made under the AESOP I Operating Lease, the aggregate Revolving Credit Commitments of Administrator shall only instruct the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for Trustee to draw on the period following such Termination Date would be less than the Available Amount of the Series 2014-1 Letters of Credit expiring after such Termination Date. Within (or withdraw from the limits referred Series 2014-1 Cash Collateral Account, if applicable) pursuant to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2014-1 Liquidity Amount on such date over (y) the Series 2014-1 Required Liquidity Amount on such date.

Letters of Credit. 3.1. LC Commitments. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forthhereof, the Issuing Lender, in reliance upon on the agreements of the Revolving Credit Lenders RC LC Participants or the Tranche A Lenders, as the case may be, set forth in this AgreementSection 3, agrees to issue letters issue, on any Business Day, Letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency Credit for the account of the Borrower (including the account of the Borrower acting on behalf of any of its Subsidiaries), each of which shall be designated according to the Facility under which such Letter of Credit is issued, as either an RC Letter of Credit or a Tranche A Letter of Credit, as the case may be, and its specified Subsidiaries in such form as may be approved from time to time on any Business Day during by the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) Issuing Lender; provided that (i) for all Letters of Credit issued by each the Issuing Bank not Lender shall have no obligation to exceed at issue any time the lesser of (x) the RC Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, (x) the RC LC Obligations would exceed the Total Revolving Commitments or (y) the aggregate Revolving Credit Commitments amount of the Available Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date Commitments would be less than zero and (ii) the Available Amount of the Tranche A Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of shall be Existing Letters of Credit under this Section 2.01(d(or portions thereof) only, as set forth on Schedule 1.1. Any portion of the Existing Letters of Credit in excess of the aggregate Tranche A Commitments on the Closing Date shall be deemed to constitute RC Letters of Credit, as specified on Schedule 1.1. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to (1) in the case of RC Letters of Credit, the Revolving Scheduled Commitment Termination Date or (2) in the case of Tranche A Letters of Credit, the date set forth in clause (i) of the definition of "Tranche A LC Termination Date"; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Any draw on (and any reimbursement under) a Letter of Credit for which a portion is allocated to each of the Revolving Facility and the Tranche A LC Facility shall be made on a pro rata basis between the Revolving Facility and the Tranche A LC Facility in proportion to the amount of such Letter of Credit allocated to such Facility.

Letters of Credit. (i) Each Issuing Bank agrees, on A. Issuance of Letters of Credit. Subject to the terms and conditions hereinafter set forth, hereof and in reliance upon the agreements of the Revolving Credit Lenders representations and warranties set forth herein, each Issuing Bank agrees to issue, and each Lender severally agrees to participate in this Agreementthe issuance by the Issuing Bank of, to issue letters standby Letters of credit (each, a “Letter of Credit”) denominated Credit in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until the date which is 30 days before prior to the Termination Maturity Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated as the Borrower may request, in a Committed Currency by reference form acceptable to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) Issuing Bank; provided, however, that (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility Obligations outstanding shall not at such any time and exceed $5,000,000 (ythe "LOC Committed Amount") such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each the sum of the aggregate outstanding principal amount of Loans plus Letter of Credit Obligations shall not at any time exceed the aggregate amount of the Commitments. No Letter of Credit shall (a) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit not may contain customary "evergreen" provisions pursuant to exceed an amount equal which the expiry date is automatically extended by a specific time period unless the Issuing Bank gives notice of expiration or termination to the Unused Revolving Credit Commitments beneficiary of the Lenders at such time; provided that no Letter of Credit may expire after at least a specified time period prior to the Termination Date of any Non-Extending Lender ifexpiry date then in effect) or (b) as originally issued or as extended, after giving effect to such issuance, have an expiry date extending beyond the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters Maturity Date. Each Letter of Credit expiring after such Termination Dateshall comply with the related LOC Documents. Within the limits referred to above, the Borrower may from time to time request the The issuance and expiry dates of Letters each Letter of Credit under this Section 2.01(d)shall be a Business Day.